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#15-6431 (Accela Inc) AGREEMENT 15-6431 for BCC Agenda Software Replacement THIS AGREEMENT, made and entered into on this day of be..e 2015, by and between Accela, Inc., authorized to do business in the State of Florida, whose business address is 2633 Camino Ramon, Suite 500, San Ramon, CA 94583, (the "Vendor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. TERM AND COMMENCEMENT. The Agreement shall be for an initial four (4) year period, commencing upon a Notice to Proceed and terminating on four (4) years from that date or until all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. The Vendor shall commence the services upon the issuance of a Notice to Proceed. The County may, at its discretion and with the consent of the Vendor, renew the Agreement under all of the terms and conditions contained in this Agreement for four additional one (1) year periods. The County reserves the right, at its own discretion, to offer more renewal terms to Vendor should the County deem the Vendor to have acceptable Software subscription services during the previous periods. The County shall give the Consultant written notice of the County's intention to renew the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to (90-180) days. The County Manager, or his designee, shall give the Vendor written notice of the County's intention to extend the Agreement term not less than thirty (30) days prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. In response to the County's Request for Proposal (RFP #15- 6431) for Agenda Software, RFP #15-6431, the Vendor shall provide the Software subscription services and licenses in accordance with Exhibit A, "Scope of Services and Licensing Terms" and Exhibit C "Vendor's Proposal" without exceptions, referred to herein and made an integral part of this Agreement. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 14 3. THE CONTRACT SUM. The County shall pay.the Vendor the annual subscription fee in the form of monthly installment payments as set forth in Exhibit B "Price Schedule," attached hereto. Prices shall remain firm for the initial term of this Agreement. Requests for consideration of a price adjustment must be made on the contract anniversary date, in writing, to the Procurement Director. 3.1 Payments will be made upon receipt of a proper invoice and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 3.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 4. TRAVEL AND REIMBURSABLE EXPENSES. The Vendor may provide, at the request of the County, onsite training for an amount of $1,500 per day, plus reimbursement expenses. Travel and Reimbursable Expenses must be approved in advance in writing by the County. Travel expenses shall be reimbursed as per Section 112.061 Fla. Stats. Any trips within Collier and Lee Counties are expressly excluded. Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard-size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than$150.00 per night Parking Actual cost of parking Taxi or Airport Actual cost of either taxi or airport Limousine limousine Reimbursable items other than travel expenses shall be limited to the following: telephone long-distance charges, fax charges, photocopying charges and postage. Reimbursable items will be paid only after Vendor has provided all receipts. Vendor shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. Page 2 of 14 (I) 5. SALES TAX. Vendor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212,Florida Statutes, Certificate of Exemption# 85-8015966531C-2. 6. NOTICES. All notices from the County to the Vendor shall be deemed duly served if mailed or faxed to the Vendor at the following Address: Accela, Inc. 2633 Camino Ramon,Suite 500 San Ramon,CA 94583 Telephone: (925) 659-3000 or via email contractsadmin @accela.com Attn: Alexandra Maruska,Accela Business Development (206) 947-1536 Cell and amurska @a.ccela.com All Notices from the Vendor to the County shall be deemed duly served if mailed or faxed to the County to: Collier County Government Center Procurement Services Division 3327 Tamiami Trail,East Naples, Florida 34112 Attention:Joanne Markiewicz, Director,Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 The Vendor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Vendor or to constitute the Vendor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Vendor. The County will not be obligated to pay for any permits obtained by SubVendors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Vendor. The Vendor shall also be solely responsible for payment of any and all taxes levied on the Vendor. In addition, the Vendor shall comply with all rules, regulations and laws of Collier County,the State of Florida, or the Page 3 of 14 U. S. Government now in force or hereafter adopted. The Vendor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Vendor. 9. NO IMPROPER USE. The Vendor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Vendor or if the County or its authorized representative shall deem any conduct on the part of the Vendor to be objectionable or improper, the County shall have the right to suspend the contract of the Vendor. Should the Vendor fail to correct arty such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Vendor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. 10. TERMINATION. Should the Vendor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. In the event that the County terminates this Agreement, Vendor's recovery against the County shall be limited to that portion of the Contract Amount earned through the date of termination. The Vendor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 11. NO DISCRIMINATION. The Vendor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Vendor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Vendors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. Page 4 of 14 C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $500,000 for each accident. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Vendor during the duration of this Agreement. The Vendor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Vendor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Vendor from its insurer, and nothing contained herein shall relieve Vendor of this requirement to provide notice. Vendor shall ensure that all SubVendors comply with the same insurance requirements that he is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Vendor shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Vendor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Vendor or anyone employed or utilized by the Vendor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Vendor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Vendor. Vendor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party Page 5 of 14 0 for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Information Technology Division. 15. CONFLICT OF INTEREST. Vendor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. Vendor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following component parts, all of which are as fully a part of the contract as if herein set out verbatim: Exhibit A "Scope of Services and Licensing Terms," Exhibit B "Price Schedule", Insurance Certificate(s), RFP #15-6431 and Addenda, and Exhibit C "Vendor's Proposal" without exceptions. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this agreement, the Vendor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes), and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3) stated as follows: Page 6 of 14 (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the Consultant to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the Consultant upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a Consultant does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. If Vendor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Vendor to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. 20. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful proposer. 21. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 22. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this contract in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. Page 7 of 14 23. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Vendor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 24. VENUE. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 25. KEY PERSONNEL. The Vendor's personnel and management to be utilized for this contract shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the contract. The Vendor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. 26. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP), the Vendor's Proposal without exceptions, and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. 27. ASSIGNMENT. Vendor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Vendor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Vendor all of the obligations and responsibilities that Vendor has assumed toward the County. * * * * * Page 8 of 14 IN WITNESS WHEREOF, the parties hereto,have each,respectively,by an authorized person or agent,have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEF ,,6 COLLIER COUNTY, FLORIDA D.w •ht°E: Brock,C - k of Courts __•• _■ B . � �' ' ,� ' 'S Tim Nance,Chairman Dated: s-to Chairman's signature only. Accela, Inc. r Vendor f "Airkgeo/4z. By: First Witness Signature 1)/dA ..7a*/ew/c2 TType/print witness nameT Colin Samuels, Asst. Corporate Secretary and General Counsel Second Witness Todd Fosf TType/print witness nameT A• . .ved s to rm d Legality: • County Attorney rint Name Page 9 of 14 DATE(MM/DD/YYYY) A`CcP DD® CERTIFICATE OF LIABILITY INSURANCE 12/1112015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Risk&Insurance Services NAME: PHONE FAX 1735 Technology Drive,Suite 790 INC.No.Extl: (A/C,No): San Jose,CA 95110 E-MAIL Attn:408-467-5600,F 408-467-5699,CA Lic 0437153 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# 102298337-STND-GAWUE-15-16 INSURER A:National Fire Insurance of Hartford 20478 INSURED INSURER B:Transportation Insurance Co 20494 Accela,Inc. 2633 Camino Ramon,Suite 120 INSURER c:Continental Insurance Co 35289 San Ramon,CA 94583 INSURER D:N/A N/A INSURER E:N/A N/A INSURER F: COVERAGES CERTIFICATE NUMBER: SEA-003012915-02 REVISION NUMBER:3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL S POLICY EFF POLICY EXP LTR TYPE OF INSURANCE N W SD VD POLICY NUMBER W LIMITS (MMIDDIYY ) (MMIDDIYYYY) A X COMMERCIAL GENERAL LIABILITY 4034953606 09/01/2015 09/01/2016 EACH OCCURRENCE $ 1,000,000 DAMAGE CLAIMS-MADE X OCCUR PREMISES O(Ea occurrence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY 6013899017 09/01/2015 09/01/2016 COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS X X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) COMP/COLL DED $ 1,000 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION 6013899003 09/01/2015 09/01/2016 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C ANY PROPRIETOR/PARTNER/EXECUTIVE YN N N/A 6013898997 09/01/2015 09/01/2016 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Certificate Holder is included as an Additional Insured as to General Liability with respect to insureds operations where required by written contract. CERTIFICATE HOLDER CANCELLATION Collier County Government SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 3327 Tamiami Trail East THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Naples,FL 34112 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services Daniel Yim :.--e C ........7 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD POLICY NUMBER INSURED NAME AND ADDRESS C 4034953606 ACCELA, INC. 2633 CAMINO RAMON SUITE 120 SAN RAMON, CA 94583-9132 POLICY CHANGES CG2010Additional Insured-0704 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. POLICY NUMBER: 4034953606 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location(s) Of Covered Or Organization (s) : Operations § COLLIER COUNTY GOVERNMENT PER WRITTEN AGREEMENT OR $ 3800 VIA DEL REY CONTRACT BONITA SPRINGS, FL 34104 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" , "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2 . The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above . • EEE aaa �� —`�"��T• V Secretary Chairman of the Board G-56015-B (ED. 11/91) POLICY NUMBER INSURED NAME AND ADDRESS C 4034953606 ACCELA, INC. 2633 CAMINO RAMON SUITE 120 SAN RAMON, CA 94583-9132 POLICY CHANGES CG2010Additional Insured-0704 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs ) to be performed by or on behalf of the additional insured (s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project . 0 0 0 0 N O N 0 m �n N m 8 N S O Secretary Chairman of the Board G-56015-B (ED. 11/91) POLICY NUMBER INSURED NAME AND ADDRESS C 4034953606 ACCELA, INC. 2633 CAMINO RAMON SUITE 120 SAN RAMON, CA 94583-9132 POLICY CHANGES ENDORSEMENT EFFECTIVE 10-27-15 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. G-15115-A (Ed. 10/89) This form has been added to the policy: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES - NOTICE OF CANCELLATION OR MATERIAL COVERAGE CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART In the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part (other than S the reduction of aggregate limits through payment of claims) , we agree to mail prior written notice of cancellation or material change to: SCHEDULE 1. Number of days advance notice: 30 10 Days for Non-Payment of Premium 2. Name: COLLIER COUNTY GOVERNMENT 3 . Address: 3800 VIA DEL REY BONITA SPRINGS, FL 34104 ERE rte= Dp Chairman of The Board Secretary G-56015-B (ED. 11/91) Exhibit A Scope of Services and Licensing Terms The Vendor shall provide the Legislative Management solution software as provided for in their response to RFP#15-6431 and as follows: 1. The annual subscription for the software shall include at no additional costs, the following: • Unlimited concurrent users. • Unlimited cloud/data storage. • Unlimited meeting groups. • 24/7 live telephone support. • All version upgrades/software updates are included. • Professional services,implementation, online training,project management, and report development. • The Project Calendar and Project Plan shall be provided to the County as outlined in the Vendor's proposal. • The Remote Training Environment will be provided to the County as outlined in the Vendor's proposal. • Data migration of historical data. • Data Exports to standard formats. • Unlimited bandwidth. • Unlimited Documents and Archives. • Access to Accela Training Academy. 2. Licensing Terms: 2.1 The Vendor owns all intellectual property in the software products Agendas & Minutes, Civic Streaming, Digital Boardroom, Boards &Commissions and Civic Voice (collectively "Software"). The County shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. 2.2 Software License. The Software subscription services and the accompanying files, software updates, lists and documentation are licensed, not sold, to you. You may install and Use a copy of the Software on your compatible computer for the purpose of connecting to the hosted service provided by Vendor as long as you are a Page 10 of 14 current subscriber and maintain your monthly or annual continued services for the applicable licenses. Except as expressly set forth herein, the Vendor disclaims any and all express and implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. 2.3 Continued Services. 2.3.1. Updates and Renewals Included Subscription. 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 Vendor. Customer agrees to install all updates, including any enhancements,for the Software in accordance with the instructions provided by Vendor. The Updates will be provided to the County at no additional charge. 2.3.2 Hosting. Vendor agrees to maintain the County data in a Tier-2 datacenter and is committed to providing 99.9% uptime and availability. Vendor will perform nightly backups of your hosted data to an alternate physical location. 2.4 Ownership of Data. All hosted data belongs to the County. At the request of the County, the Vendor will provide a backup of all database information and files through a downloadable backup or DVD. Vendor will provide the backup once a year. All data is backed in three different redundant data centers across the United States. Additionally, the software that is being purchased will allow a download of a local copy of County's data at any time. Vendor agrees to provide this service without charge at least once per year. Should County request more frequent intervals of this service, said services are available at Vendor's then-current time-and-materials rates. The County owns all data affiliated with this scope of work. At no time may the Vendor sell for any reason, including marketing-related purposes, the data developed, created or used for any purpose. Once this agreement is terminated, the Vendor agrees to turn over all data in a format determined at the sole discretion of the County, at no cost to the County. 2.5 Hardware. Hardware, if any, is provided at no additional cost. Vendor a does not warrant any hardware. Should Vendor furnish encoder hardware as part of the Civic Streaming (fka MediaTraq) video streaming service, hardware warranty is through manufacturer repair or replacement only. Any hardware issues requiring new equipment not covered by the warranty will be billed to the County at cost. Any upgrades, additional encoders, etc. will be billed to the County. Any hardware furnished to the County as part of Vendor's services is to be returned to Vendor upon termination of associated services. 2.6 Limitation of Liability. Vendor will, at all times during the Agreement, maintain appropriate insurance coverage. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, Page 11 of 14 ,Ct in no event will Vendor's cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by the County or any other person or entity exceed the fees paid to Vendor by the County during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if Vendor or its agents have been advised of the possibility of such damages. Page 12 of 14 0 Exhibit"B" - Price Schedule ACCELA Legislative Management Total Yearly Monthly Installment Solution Fee Payments Agenda and Minutes - Unlimited $22,521.60 $1,876.80 (Year One) Agenda and Minutes - Unlimited $23,197.25 $1,933.10 (Year Two) Agenda and Minutes - Unlimited $23,893.17 $1,991.10 (Year Three) Agenda and Minutes - Unlimited $24,609.96 $2,050.83 (Year Four) Total Cost of Ownership for the $94,221.98 initial four (4) year agreement period Additional Subscription services after the initial four-year term shall be subject to a 3% increase over the prior year's term. Page 13 of 14 Exhibit"C" -Vendor's Proposal (Following this page) Page 14 of 14 S Accela S Agenda Software Replacement Collier County, FL RFP 15-6431 June 3, 2015 MASTER fit • (This page intentionally left blank.) • • _____ M Accela • Table of Contents 1 Cover Letter/Management Summary/IT Minimum Technical Architecture and Compatibility Standards and General Requirements 3 2 Overview of Company Experience and Project Team 6 3 Fiscal Stability and Estimated Project Completion 11 4 Functional and Technical Requirements 21 5 Cost 23 6 References 27 7 Local Vendor Preference 28 8 Required Form Submittals 30 9 Exceptions to Proposed Terms and Conditions—Collier County, Florida RFP for BCC Agenda Software Replacement 32 • r Disclosure In relation to future versions of planned system enhancements or future product direction,the information contained in this material is not a commitment or legal obligation to deliver any of the features or functionality described herein. • lid 2015 Accela,Inc All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 1 of 35 Accela • (this page intentionally left blank) • • &12015 Accela,Inc.All righls reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 2 of 35 M Accela III 1 Cover Letter / Management Summary / IT Minimum Technical Architecture and Compatibility Standards and General Requirements Ms.Rhonda Cummings Collier County Government Purchasing Department 3327 Tamiami Trail E Naples,FL 34112 Re: RFP#15-6431 —BCC Agenda Software Replacement Dear Ms.Cummings and Members of the County Evaluation Panel: These are exciting and challenging times for Collier County.Accela stands ready to help the County achieve its business objective of obtaining a new software • solution that will improve service to County citizens.Our enclosed proposal details how the Accela Legislative Management solution will satisfy the needs that are most important to County stakeholders.There will be no subcontractors working on this project. I will act as Accela's primary contact for all matters regarding this response and any subsequent phases,and can be reached at our corporate office at 925.659.3247 or via email at jmunoz @accela.com. Thank you for your consideration. Julian D.Munoz Vice President Enclosures Civic Excellence + Civic Engagement= Civic Good wia w.accela.coin • 5)2015 Accele,Inc,All rigills reserved RFP#�5-6431 Collier County,FL Legislative Management Software Page 3 of 35 Accela Management Summary • Accela is excited to support your current strategic priority for the`BCC Agenda Software Replacement' project. We will provide Collier County a multifaceted and interactive workflow approval solution to prepare,develop and publish an unlimited number of the County's Board of Commissioners agendas. Here at Accela we support over 2,000 government clients,with several that are similar to the size,scope,and process of Collier County.Accela's solutions enable governments to save time and save money,while also driving citizen engagement and government transparency. Our Legislative Management solution offers the most effective balance between advanced technology and user-friendly interfaces to streamline your agenda processes and help users of the system learn quickly.Agenda and Minutes module will manage the entire meeting process,from report creation,to agenda creation,agenda workflow review,meeting management and minutes creation,as well as the sharing of information with Council,staff and citizens.All data is readily available to any stakeholder,from any device,through the fully searchable web portal.At no additional charge,Accela will also provide the County with a free historical import/data conversion that is fully text searchable. • Accela's workflow functionality is extremely dynamic and flexible,allowing the application to accommodate a wide range of workflow processes,from a very basic process,to the most sophisticated and complex process that the County requires. County staff can continue to create their reports the way they have been by utilizing our system's seamless integration with Microsoft Word. Staff can take advantage of all of the rich features that Microsoft Word offers.Additionally,our native iPad app for paperless agendas, "WeGovern"is free for download from the iPad app store. The information provided above is just a sampling of the many reasons why Accela is qualified to provide the Collier County with solutions to fulfill the requirements listed in this RFP. The County is encouraged to contact all of the references provided and hear first-hand from its peers why Accela Legislative Management is the most adept vendor to meet the stated requirements. Over 2,000 governments have selected Accela as.their partner to help them build trust with citizens and create efficiency in the legislative management process while saving money. Accela has over 35 years of experience,which has allowed us to develop solutions with government in mind.We look forward to Collier County joining the fast growing Accela government family. • H 2015 Accela Inc.All rights[emery.] Collier County,FL RFP#15-6431 Legislative Management Software Page 4 of 35 M Accela • System Architectural Diagram 1 i 1 SQL Data Media I Files `, FTP r 1 >I - Y —------ `, Encoding.com — 1 y' API IY __ - — - ...�. __�_�-_ -- 1 1 Datai 0 ( I Data 2.0(EF&Interfaces) 1 I eb API for BoardTra 1 Data 1 O.asmx iPad MVC—New q 1 LNOM WM OM • The nr v BoardTraq Components are added along with the new Data t ay'i &Business Architertore. V J Media Server API Public Portal T8 /Citizens — >1 HTML iS C55, MinuteTraq . ` — Client f /Agency MediaTraq > Agency Reports j G1 Encoder Web Approvals 1 i iPad App ..�... ! MediaTraq �, . - G2 Encoder { • , Imports& l Utilities , a 2015 Accele.Inc All nghls reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 5 of 35 • Cotter County Administrative Services Department • Procurement Services Division Tab 1: Technology Agreement Sign and date Tab 1, Technology Agreement submittal agreeing to comply with all of the Collier County Information Technology Requirements. Should a firm take exception with any one of the technology requirement, the County, may at its sole discretion, disqualify the proposal from further consideration. See Attachment 8—Technical and Architectural Compatibility Standards attached. My firm agrees to comply with, and adhere to all of the Collier County Information Technology Requirements noted above and takes no exceptions to any of these requirements: Firm Name: Accela Inc. Date: 5/25/2015 Authorized Signatory: Print Name: Julian D. noz 1111 15-6431 BCC Agenda Software Replacement 1111 RFP_Non_CCNATem plate_01152015 11 Acce1a 6. • 2 Overview of Company Experience and Project Team 1. Number of years the firm has been in business providing the software and Nine (9) implementation of services as outlined in this scope of work. 2. Number of projects that the proposer has implemented like the scope of work identified from 1/1/10—12/31/14 (5 years). • Provide evidence of at least one 319 implementation. • Provide a copy of the proposed software license(s) to be used with this scope of work. 3. Number of full time equivalent personnel to implement the County's • scope of work. Three(3) • Provide a short narrative (or Project resume) of the work / projects narratives have they have accomplished during been included in their tenure with.the proposer's this submission company. TOTAL (Add 1 +2+ 3)to determine 331 Experience TOTAL • Provide evidence of at least one implementation. Please see our references in Section 6,each of whom can attest to their specific implementations.Collier County is also encouraged to view the web portals of our references in order to see firsthand the result of their implementations. • Provide a copy of the proposed software license(s)to be used with this scope of work. Please see below our standard terms and conditions. • ))2015 Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 6 of 35 MAcceta 1. IMPORTANT NOTICE TO USER: Accela,Inc.("Accela")owns all • intellectual property in the software products Agendas&Minutes,Civic Streaming,Digital Boardroom,Boards&Commissions(formerly MinuteTraq, MediaTraq,E-Boardroom,and BoardTraq),and Civic Voice(collectively "Software").Customer 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 California. 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 monthly 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 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 nightly backups of your hosted data to an alternate physical location. 3.3 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 USD_{total monthly} per month billing will commence on [date] .Each subsequent payment will occur on the l'of each month. Accela reserves the right to charge an annual increase of five percent(5%)per year.Payment Terms are NET 30 Days.This agreement may be terminated at any time with 30 days'prior written notice. 4.2 On-Site Support and Expenses. Should on-site support requiring travel by Accela staff be requested by Customer,Accela will provide on-site assistance at Accela's then-current time-and-materials rates. In addition to these charges, Customer will compensate Accela for associated airfare,lodging,rental • lE)2015 Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 7 of 35 Accela • transportation,meals,and other incidental expenses as such expenses accrue and will be billed at cost and invoiced separately. 4.3 Hardware. Hardware,if any,is provided at no additional cost. Accela does not warrant any hardware. Should Accela furnish encoder hardware as part of the Civic Streaming(fka MediaTraq)video streaming service,hardware warranty is through manufacturer repair or replacement only.Any hardware issues requiring new equipment not covered by the warranty will be billed to the client at cost. Any upgrades,additional encoders,etc.will be billed to client. Any hardware furnished to client as part of Accela's services is to be returned to Accela upon termination of associated services. 5. Limitation of Liability. In no event will Accela be liable to Customer 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 in excess of applicable insurance coverage(s)shall be limited to the amount contracted for the software,if any. • 6. Pricing Structure: SKU# Description Monthly SaaS One Time Total—Monthly SaaS {Total Monthly) {Total OneTime) 7. Optional Electronic Payment: Services can be electronically paid through credit card. By submitting your credit card information here you agree to allow Accela to charge your monthly SaaS fee in accordance with our regular payment terms. Customer: Accela,Inc. Signature Signature Printed Name,Title Printed Name,Title • 02015 Accela,Inc All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 8 of 35 Acce1a • Date: Date: Billing Contact: Billing Address: • Provide a short narrative(or resume)of the work/projects they have accomplished during their tenure with the proposer's company. Please refer to the following pages for resumes of members of our implementation team.The implementation specialist that is assigned to Collier County will be dependent upon the timing of the implementation and availability of trainers. • W 2015 Accele,Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 9 of 35 Accela • Anthony LaGreca Proposed Implementation Specialist Employment History Accela, Inc. (Ronkonkoma, NY) Manager, Product Training and Implementation (October 2012—Present) • Waco City, TX Implementation(March 2013) - Implementation of Agenda and Minutes beginning with scheduling call in March 2013, completed with first live meeting in June 2013. • Lexington City, NC Implementation (April 2013) - Implementation of Agenda and Minutes and Civic Streaming beginning with scheduling call in April 2013 and completed in June 2013. • Tehama County, CA Implementation (January 2013) - Implementation of Agenda and Minutes and Civic Streaming beginning with scheduling call in January 2013 and completed in August 2013. Eschooldata LLC (Bohemia, NY) • Product Manager/QA Manager(2011-2012) • Managed and conducted daily escalation meetings, prioritize issue backlog, and organize and participate in development iteration meetings. • Managed each software builds from inception to completion. • Organized and coordinated Hoffix releases as needed based on customer need and feasibility. • Oversaw QA team including GUI and regression testing process and ensure created test plans are accurate and thorough. • Collaborated with multiple teams to achieve company and product goals including marketing, training, development, and executive level managers. • Conducted competitive analysis of vendor applications SME/Software Trainer(2007-2011) • Trained users of varied ability levels in multiple states with a focus on customer service. • Created training material and assisted in writing functional requirements. • Assisted districts in devising training plans and utilizing best practices for implementing a Student Management System. • Responsible for training and consulting districts as a master scheduling subject matter expert. • Page 1 of 2 Proprietary and Confidential Accela Anthony LaGreca • Proposed Implementation Specialist (continued) Education • Bachelor of Science(Education) - State University of New York at Brockport—Brockport, NY • New York State Provisional Certification in Secondary Education- Health K-12 • Arizona State Certificate in Secondary Education—Social Studies 7-12 and Health K-12 References • Dori Helm, Communications Administrator—Waco City, TX - 254-750-8039, dorih @ci.waco.tx.us • Rebecca Gainey, Deputy City Clerk—Lexington City, NC 336-248-3910, rebekaho a..lexingtonnc.net • Angela L. Ford, Assistant Clerk of the Board—Tehama County, CA - 530-527-3287, aford @co.tehama.ca.us • • Page 2 of 2 Proprietary and Confidential Acceta • Michael Lyons Proposed Project Manager Employment History Accela, Inc. (Ronkonkoma, NY) Customer Success Manager(June 2014-Present) Mr. Lyons has over 10 years of IT Training Support experience and has implemented many of the largest and most progressive paperless meeting deployments in the country. Implementation Specialist(June 2010-June 2014) • City of Reno, NV(June 2012) - Implementation of Agenda and Minutes, Civic Streaming and Digital Boardroom beginning on June 2012 and completed in August 2012. • City of Boise, ID(September 2012) - Implementation of Agenda and Minutes, Civic Streaming and Digital Boardroom beginning on September 2012 and completed in May 2013 Allied North America (Jericho, NY) Desktop Support(June 2008-June 2010) • • Member of a small team that provided desktop support for the entire 450 person company, remotely and locally. Managed user accounts/rights, worked with Barracuda firewall and Bluecoat proxy filter, managed the weekly backup procedures and Cisco Call Manager 6.1 for IP Phone system. - Front man for migration to Citrix for several remote offices. Including thin client and desktop conversion. - Created and Managed Windows Vista Image and Office 2007 rollout to multiple users using Windows AIK. - Created new Active Directory structure for Vista Clients. - Created Group Policy for Vista Users on Windows 2008 server. - Completely closed out a remote office handling all hardware involved. Education • Bachelor of Science(Industry Technology) - University of State University of Farmingdale-Farmingdale, NY • Master of Science (Information Technology) - American Intercontinental University—Hoffman Estates, IL References • Daniel Johnson, IT Manager-Reno City, NV - 775-334-2301,iohnsond(a.reno.aov • Alex Charlton, Administrative Secretary—Boise City, ID • - 208-384-3705, acharlton @cityofboise.org Page 1 of 1 Proprietary and Confidential Accela Steven J. Greenberg • Proposed Implementation Specialist Employment History Accela, Inc. (Ronkonkoma, NY) Client Success and Training Specialist(May 2014-Present) • Cotati City, CA Implementation (November 2014) - Implementation of Agenda and Minutes, Civic Streaming and Digital Boardroom beginning with scheduling call in November 2014, completed with first live meeting January 2015. • Gonzales City, TX Implementation (September 2014) - Implementation of Agenda and Minutes beginning with scheduling call in September 2014, completed with first live meeting November 2014. Tequipment Inc. (Huntington Station, NY) Instructional Technology Specialist(January 2011-May 2014) • Provided professional development to public and private schools for instructional technologies. • Trained teachers on SMART Boards, SMART Response, Promethean Boards, Safari Montage, and other Interactive Whiteboards • Facilitated technological integration in the classroom. • Deer Park Union Free School District (Deer Park, NY) Teacher(January 2010-July 2010) • Provide daily support to faculty and staff • Full day classroom coverage of every grade 6th through 12th including Computer, Art, Physical Education, and Special Education Education • Bachelor of Arts (Communication) - University of Tampa- Tampa, FL • Master of Science (Adolescent Education with Middle School Extension) - Dowling College—Oakdale, NY References • Tami Taylor, City Clerk-Cotati City, CA - 707-665-3622, ttaylor @cotaticity.org • Kristina Vega, City Secretary-Gonzales City, TX - 830-672-2815, cityecretary@cityofgonzales.org • Page 1 of 1 Proprietary and Confidential Acceta Joseph Palladino Proposed Implementation Specialist Employment History Accela, Inc. (Ronkonkoma, NY) Client Success and Training Specialist(March 2014—Present) • Brookhaven Town, NY Implementation (June 2014) - Implementation of Agenda and Minutes and Civic Streaming beginning with scheduling call in June 2014, completed with first live meeting in October 2014. • York County, SC Implementation (August 2014) - Implementation of Agenda and Minutes beginning with scheduling call in August 2014, completed with first live meeting in October 2014. Robert Half Financial (New York, NY) Recruiting Manager(February 2011 —March 2014) • Recruited, interviewed and screened candidates for positions. • Compiled and updated reports and analytics on hiring activity. HCL America Inc. (New York, NY) Executive Administrator(June 2008—February 2011) • • Quality Analysis testing on computer software products. • Administrative Duties. Education • Bachelor of Science(Mathematics and Secondary Education) - St. Joseph's College—Patchogue, NY References • Matt Sabatello, Webmaster—Brookhaven Town, NY - 631-451-6959, msabatello @brookhaven.org • Joel Abernathy, IT Director—York County, SC - 803-684-8570,joel.abernathy @yorkcountygov.com • Page 1 of 1 Proprietary and Confidential Acceta (this page intentionally left blank) • • ®2015 Accele,Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 10 of 35 Accela Fiscal Stability al 3 S y and Estimated Project Completion • Provide a discussion regarding the firms'approach to data conversion testing as it relates to this project. The discussion should address the method of data conversion,to include strategies for testing, verification, validation, contingencies,security and integration with: The test strategy shall include,but not be limited to, unit testing of individual detailed processes and transactions,parallel testing,if appropriate,and system testing of all processes,interfaces,and conversions. The test strategy should also include methods for verifying the accuracy of information relative to transaction processing,interfaces, data conversion,reports,account history,notes,and ad- hoc reporting. Data Conversion for our customers is handled by one of our internal importing tools.We have these tools for all of our major competitors as well as for importing pdf,word,or tiff files directly into the system.We also upload all of your historic media files for past meetings.The data is imported into a test. environment where our reviews occur in a three-stage process.First,the developer/importing specialist verifies the data has gone into the test environment and checks to see if the files match the proper meeting date in our system.They run a test search to make sure the imported data is searchable.They • check a video/audio file to make sure it plays and streams correctly online.They test the download functionality of both documentation and media files.Once the files pass this test the data moves to the Project Manager/Lead Trainer who is always working directly with the customer to review the data as well.They check many different meetings/files/media to make sure they are all working correctly. A minimum of three meetings are checked from every Meeting Group for every year to make sure an excellent cross section test is made.Third,the test database is handed over to the customer to do a final review for as long as they need to verify the data is correct and in an acceptable format.At this point they contact their Project Manager on our end and Accela will merge the data into the live environment. Index Fiscal Stability Questions Response 1. Indicate the number of times the None(0) proposer or their principals have (number) filed for bankruptcy during the past five year (January 1, 2010 - December 31, 2014). 0)2015 Accela.Inc.At rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 11 of 35 M Accela _. • 2. Provide the average number of days 22.5 the firm pays its accounts payable (average transactions. number of days) 3. Provide the number of external audit Accela is a "management comments ! letters" private received during the past five year corporation (January 1, 2010 - December 31, and release 2014). of such information • Provide a copy of all would management comments / vonstitute violation of letters during that period. our Accela is a private confidential corporation and release of and such information would proprietary constitute violation of our policies. confidential and proprietary policies. (number) • Provide the previous two (2) years of income statement, • balance sheet and statement of cash flow. See below. 4. Provide the number of days from 45 notice to proceed to completion (number of of the project timeline and days) milestone. 5. Provide the number of days to 2 develop the blueprint for system (number of configuration. days) 6. Provide the number of days from 2 acceptance of blueprint to (number of configuration in the test days) environment (including the development of test scripts). 7. Provide the recommended 1 number of days for Collier County (number of testing. days) 8. Provide the number of days from 0 final testing to migration to (number of production environment. days) 652015 Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 12 of 35 Acce1a • 9. Post production support. 14 • Provide a copy of the project (number of timeline from"notice to proceed" days) through post-production support. TOTAL Add items 1 — 9 and provide the total. 72.5 (TOTAL) • Provide a copy of the project Timeline from"notice to proceed"through post- production support. The Accela training program follows a basic lesson plan structure in which new customers are trained using 90 minute sessions. The sessions cover all the essentials to get up and running as efficiently and quickly as possible and use a "Train the Trainer"approach. The training is geared to work with 1 to 3 people who become the Power Users and also your internal trainers. After the essential training is complete and the customer is using the software,Accela and the Internal Trainers train the submitters,approvers and board members. After • going live,additional training is provided for advanced functionality through the Accela Training Academy. Train the Trainer approach 1 to 3 Power Users become your Internal Trainers 4-6 Week Process(2 Meeting Cycles) 90 Minute Training Sessions,60 Minute Review Sessions,2 Hour Submitter/Approver Sessions Submitters&Approvers Trained by Accela&Power Users Essentials are covered to get up and running quickly Advanced Topics covered after your Live Date Free ongoing training through the Accela Training Academy Remote Training Environment The Accela training program uses remote training tools(GoToMeeting and TeamViewer)to train our users. When users are trained it is asked that they connect and dial-in from their desks-use a"Do Not Disturb"sign if necessary to keep you from interruptions. Before training begins we ask that all users have • ©2015 Accela,Inc All n hle reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 13 of 35 E the software installed on their desktop or laptops they will be using and that you confirm that GoToMeeting can be used. GoToMeeting(please confirm it works) Users are trained at their desks or in a group conference room Install Software before Training User Roles For the purposes of planning we will categorize the users of the system into the following roles: Power Users (PU)-The Power Users will be involved through the ENTIRE training process. Involved in the initial setup decisions,training and become the Internal Experts of the Accela software. Agenda Clerk(AC)-The Agenda Preparer is the person(s)that actually build and post the final agenda for a meeting. They are always in the Power Users group but there are sessions that are ONLY for the Agenda Preparers. Minutes Clerk(MC)-The Minutes Preparer is the person(s)that inputs the votes&comments of the meeting and then generate the Minutes. They are also always part of the Power Users group but there • are sessions that are ONLY for the Minutes Preparer. Project Manager(PM)-In larger organizations there may be a project manager who is responsible for coordinating the project and sometimes becomes the Internal Trainer. They are always in the Power User group. Submitters&Approvers(SA)-The Submitters are the users within the departments that are submitting agenda items and the Approvers are typically the users and managers within the workflow that are approving agenda items prior to them being added to the agenda. The Power User group may sometimes contain 1 or 2"key" submitters or approvers. Board Members(BM)-The Board Members may want to be trained on accessing the agendas,searching,logging in to get confidential information and making sticky notes. Information Technology(IT)-Someone technical from your organization is typically used when something needs to be installed or the Website updated or for Civic Streaming network settings need to be setup. Audio/Video(AV)-The A/V person that is responsible for the audio and video equipment. For Civic Streaming the encoder needs to be plugged into the Audio and Video equipment. This person can often be an outside consultant who initially installed the equipment(for professional • Q 2015 Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 14 of 35 M Accela • setups)or may be someone who simply operates your camera equipment during the meetings. AGENDA & MINUTES We start with a discovery and planning session where the entire project timeline is set and then your system is setup and configured.During the first 2 weeks of training we cover submitting,approving and building the agenda for the upcoming Parallel meeting.By week 3 the parallel meeting is taking place,the minutes are being completed and training of the preparers takes place so that submitting for the Live meeting can begin.In week 4 the customer is generating the agenda for the live meeting and the board members are trained if necessary. \s Install demo& l:Prepare Plan Setup Discovery Software Approve .::Week 1 \� #1 #z #s • „? Ovenriew Preparer Approving #6 Week 2#4Agenda Pare nel Minute;#5 other Week 3 ' ,t,-,:.- ,. . M SubmitterJAppraer Submit for Live Week 4 Press Board Live !i' Release Trained Agenda t Y s ," Minulesfor Weeks - ,,:faz't Live Scheduling 60 Minutes—Power Users The Accela Planner shall produce a calendar of the training and events working around your meeting cycles,availability and the availability of our trainers.All • key people are asked to bring their calendars to this session so vacations and ®2015 Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 15 of 35 Accela other scheduling conflicts can be avoided.After approving the dates and times a • full project plan and meeting invites will be sent and accepted by all individuals. Tasks: Project Calendar&Project Plan. Meeting Invites Sent and accepted. Setup 2 Days—Accela Staff Accela staff will prepare the system with basic users,departments,file types, categories, standard templates and any other information necessary to complete the lessons.Before the Discovery Session IQM2 will do as much setup as possible from your Agency's website or emailed documents. Discovery Session 90 Minutes—Power Users During the setup phase,we will have a Discovery Session to ask a series of questions and provide explanations as necessary to key Power Users and decision makers.The gathering of the information will allow us to finalize the configuration of your system in preparation of the training.This is your opportunity to let us know all your concerns or"unique"information about your agency—but don't worry we're experts at this. • Software Installed IT Staff Customer TT Staff should have the software installed and deployed for,at a minimum,the Power Users, so training can begin. Demo, Review&Approval of Setup 90 Minutes—Power Users After tweaking the setup,Accela staff will demo your personalized system and then review workflow,templates,output and setup for your approval before beginning the training.Further changes may be made as you train. Session 1 —Overview of Concepts, User and Department Creation 90 Minutes—Power Users Getting Started,Overview of menus and toolbars,Lists,User Manager, Permissions,Creating Meetings,and Boards. Tasks:Setup any users or departments missing with appropriate permissions.Add meetings for rest of current year. • 012015 Accele,Inc.All ngMs reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 16 of 35 Accela Session 2—Creating Agenda Items 90 Minutes—Power Users Basic drafting,submitting,attachments(adding&updating),statuses,locking, placement,print preview,confidential,Communications,PDF printer,Edit in Word. Tasks: Submit all agenda items you have for upcoming parallel meeting. Session 3—Approving, Rejecting, Searching 90 Minutes—Power Users Work Items,approving,rejecting,skipping,tracking changes,signatures,email notifications,approver permissions,delegates,workflow designer, stage groupings and Searching. Tasks: Continue submitting any agenda items for parallel meeting. Session 4-Agenda Wizard & Publishing 90 Minutes—Power Users Agenda outline(auto fill,adding/removing items,attachments, statements, motions,sections),minutes approval,consent,locking items,change report, generating,viewing,publishing/web portal,distribution email,tagging,Web • agenda,sticky notes,split view. Tasks:Build your agenda for parallel meeting. Send distribution email. Get board approval of agenda. Session 5- Minutes Maker&Web Portal 90 Minutes—Power Users Minutes auto-fill,roll call,votes,comments,generating,publishing,add-ons, flags,amendments,Define Vote Results,Speaker Sign-up,Public Discussion, Board member profiles,voting history,web search,item detail page,web calendar,auto-backup&restoring. Tasks:Finish minutes for all items and generate. Session 6—Open Session/Advanced Topics 90 Minutes—Power Users Searching,Reporting,Notices,Public Hearings, Save Reasons,Input Templates, Agency Settings,Advanced Features. Tasks:Complete a meeting from start to fmish in Parallel. Historical Document Import Completed 45 Minutes—Power Users Any historical agendas,minutes and other documents are imported. W 2015 Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 17 of 35 Accela Web Portal Live • Webmaster Customer website button or link at top-level navigation is completed. Board member pictures,header refinement,template customization.Historical Agendas and Minutes are for posted for at least current year.Removal of all test data. Parallel Agenda—Build & Post 60 Minutes—Agenda Preparer The Accela staff will follow along as you build and post your agenda for the first time. Parallel Meeting Presentation of the final agenda,packet and web portal to the board.Minutes are prepared in Minute Maker tool. Parallel Minutes—Build & Finalize 60 Minutes—Minutes Preparer The Accela staff will follow along as you finish your minutes. • Press Release Joint press release to raise positive awareness within the community. Session 7—Submitter/Approver Training 2 Hours—Department Submitters&Approvers Submitting agenda items,approving,dashboard,searching,and quick overview of agenda and web portal broken up into groups up to five users. Tasks: All users begin submitting and approving agenda items for Live meeting coming up using Agendas&Minutes. Training Survey Accela likes to get feedback from our customers,not just to make us feel good, but so we can follow up with individuals who may need some extra TLC. Live Agenda—Build & Post 60 Minutes—Agenda Preparer The Accela staff will follow along as you build and post your agenda for the second time. • m 20Th Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 18 of 35 Accela Board Member Training 60 Minutes—Power Users&Board Members Power User group teaches Board members how to download agenda,access information on web portal,make sticky notes,use split view. Live Meeting All preparers have submitted items for this meeting. Live Minutes—Build & Finalize 90 Minutes—Minutes Preparer The Accela staff will follow along as you finish your minutes for the Live meeting. Please see page immediately following this one for the most recent audited financial statements. • • S9 2015 Accela.Inc.All nghts reserved RFP#15-6431 Collier County,FL Page 15 of 35 Legislative Management Software Accela • (this page intentionally left blank) • • 412015 Accela.Inc.All nghs reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 20 of 35 KPMG i ACCELA, INC. AND SUBSIDIARIES Consolidated Financial Statements June 30, 2013 and 2012 (With Independent Auditors' Report Thereon) • ACCELA,INC.AND SUBSIDIARIES • Table of Contents Page(s) Independent Auditors'Report 1 —2 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Loss 5 Consolidated Statements of Stockholders' Deficit 6 Consolidated Statements of Cash Flows 7 Notes to Consolidated Financial Statements - 8—33 • 41111 KPMG KPMG LLP Suite 1400 55 55 Second Street San Francisco,CA 94105 Independent Auditors'Report The Board of Directors Accela,Inc. and Subsidiary: Report on the Financial Statements We have audited the accompanying consolidated financial statements of Accela, Inc. and Subsidiaries, which comprise the consolidated balance sheets as of June 30,2013 and 2012,and the related consolidated statements of operations and comprehensive loss, stockholders' deficit, and cash flows for the years then ended,and the related notes to the consolidated financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement,whether due to fraud or error. • Auditors'Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors'judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. • KPMG LLP is a Delaware limited liability partnership. the U.S.member firm of KPMG International Cooperative ('KPMG International"),a Swiss entity. KPMG Opinion • In our opinion, the consolidated financial statements referred to above present fairly in all material respects,the financial position of Accela, Inc. and Subsidiary as of June 30, 2013 and 2012,and the results of their operations and their cash flows for the years then ended in accordance with U.S.generally accepted accounting principles. Kil:›MG LLB San Francisco,California November 12,2013 • • 2 ACCELA,INC.AND SUBSIDIARIES • Consolidated Balance Sheets June 30,2013 and 2012 Assets 2013 2012 Current assets: Cash and cash equivalents $ 275,898 792,475 Accounts receivable–trade,net of allowances of$161,983 and$375,986 • at June 30,2013 and 2012,respectively 31,690,241 13,615,630 Prepaid expenses and other current assets 869,494 381,135 Restricted cash 251,936 80,000 Total current assets 33,087,569 14,869,240 Property and equipment,net 929,370 799,886 Goodwill and other intangible assets 814,302 779,302 Deferred project costs — 316,110 Restricted cash,net of current portion 350,000 — Other assets 354,740 355,071 Total assets $ 35,535,981 17,119,609 Liabilities and Stockholders'Deficit Current liabilities: Accounts payable $ 11,937,251 4,816,105 Accounts payable–related party 1,994,715 3,048,256 Accrued liabilities 11,658,404 4,825,207 Current portion of notes payable to stockholder 4,012,755 — Current portion of deferred revenue 22,617,422 15,196,412 • Current portion of term loan — 179,068 250,000 Current portion of capital lease obligations 068 137,876 Total current liabilities 52,399,615 28,273,856 Deferred revenue,net of current portion 3,477,895 5,681,465 Borrowings under line of credit and term loan,net of current portion 12,296,799 12,296,799 Notes payable to stockholder,net of current portion 2,100,000 5,412,755 Capital lease obligations,net of current portion 262,009 177,346 Other long-term liabilities 931,492 1,697,790 Total liabilities 71,467,810 53,540,011 Commitments and contingencies(note 7) Stockholders'deficit: Convertible preferred stock,no par value.20,000,000 shares authorized; 12,282,298 shares issued and outstanding at June 30,2013 and 2012 Liquidation preference of$8,620,000 11,658,835 11,658,835 Common stock,no par value.85,000,000 shares authorized;29,797,237 and 29,797,037 shares issued and outstanding at June 30,2013 and June 30,2012, respectively 7,998,896 7,998,896 Additional paid-in capital 2,960,417 2,501,357 Warrants 5,128,167 4,972,346 Cumulative translation adjustment (191,273) (141,690) Accumulated deficit (64,093,479) (63,301,816) Total Accela Inc.stockholders'deficit (36,538,437) (36,312,072) Noncontrolling interest in joint venture 606,608 (108,330) Total stockholders'deficit (35,931,829) (36,420,402) Total liabilities and stockholders'deficit $ 35,535,981 17,119,609 • See accompanying notes to consolidated financial statements. 3 ACCELA,INC.AND SUBSIDIARIES Consolidated Statements of Operations Years ended June 30,2013 and 2012 2013 2012 Revenues: License $ 5,075,979 5,815,808 Services 40,828,404 19,239,781 Maintenance and support 21,426,336 19,510,478 Hosting and subscription 2,312,789 2,367,241 Other 212,199 158,520 Total revenues 69,855,707 47,091,828 Cost of revenues: License 151,500 342,187 Services 31,067,466 18,083,464 Maintenance and support 1,221,263 1,116,621 Hosting and subscription 1,347,384 1,302,386 Other 701,587 458,591 Total cost of revenues 34,489,200 21,303,249 Gross profit 35,366,507 25,788,579 Operating expenses: Sales and marketing 12,708,849 10,567,299 Research and development 12,327,731 10,245,818 General and administrative 8,784,376 7,370,021 Total operating expenses 33,820,956 28,183,138 Income(loss)from operations 1,545,551 (2,394,559) Other income(expense): Interest income 1,512 2,238 Interest expense (1,699,418) (1,681,594) Amortization of loan origination fees (119,631) (190,199) Other income(expense) — (29,988) Other expense,net (1,817,537) (1,899,543) Loss before income taxes (271,986) (4,294,102) Provision for income taxes 62,828 9,772 Net loss (334,814) (4,303,874) Less income attributable to noncontrolling interest 456,849 397,442 Net loss attributable to Accela Inc. stockholders $ (791,663) (4,701,316) See accompanying notes to consolidated financial statements. 4 • ACCELA,INC.AND SUBSIDIARIES Consolidated Statements of Comprehensive Loss Years ended June 30,2013 and 2012 2013 2012 Net loss $ (334,814) (4,303,874) Less income attributable to noncontrolling interest 456,849 397,442 Net loss attributable to Accela Inc. stockholders (791,663) (4,701,316) Other comprehensive(loss) income—foreign currency translation adjustments (49,583) 1,863 Comprehensive loss attributable to Accela Inc. stockholders $ (841,246) (4,699,453) See accompanying notes to consolidated financial statements. • • 5 FFs2§#e g !#§k«!Ea ,f| ƒ(�( 7 & &6 e-;e«0. _ • bi i7il( k iIII �iE# ||' k \ \ » 56 4 " Ii§1 £7\}II 2 k(@§qII ; r 7 (i ;§ f ! «sIiii ƒ ilii111a !% 22 ' §. _ k . _» a a f|$ \I'111 $ t7IIIII § II° ± ! ! • l11111 $ IIIIEli § gm 7 `- - ; , 1g § |. § I l;ii § 1 �: iii = It' ! § # § .. ! ! § § 2 « E m � � ! � � � � � � � i .6 / | � . rz § b § § | - ) 7 ' ■ U. ; iiiii . iiniiii § � k k m 5 k !2 § 11111 m � � ilit _ . | . . 11Hh11hhhhh1 § ) ! |s, { !■ | | d! |.B_ §! | |f |( ! | ! | ;` fl :1 ! l |/f «§s i B ( �/ \ II$f §I | m|is m l|I K 4iilli k }k)7` ) ! • ) 2 }U!2 } §ZZ } !! ACCELA,INC.AND SUBSIDIARIES • Consolidated Statements of Cash Flows Years ended June 30,2013 and 2012 2013 2012 Cash flows from operating activities: Net loss $ (334,814) (4,303,874) Adjustments to reconcile net loss to net cash(used in)provided by operating activities: Depreciation and amortization 455,216 440,664 Deferred income taxes (4,885) (60,781) Noncash interest on stockholder notes payable 631,369 575,329 Amortization of loan origination fees 119,631 190,199 Stock-based compensation expense 458,880 452,105 Loss on disposition of property and equipment 992 — Provision for doubtful accounts 3,271 8,443 Changes in operating assets and liabilities: Decrease(increase)in: Accounts receivable (18,077,882) (4,862,450) Prepaid expenses and other current assets (488,359) 131,003 Deferred project costs 316,110 598,041 Other assets (119,300) (30,329) Restricted cash (171,936) 519,436 Increase(decrease)in: Accounts payable 6,067,605 1,389,533 Accrued liabilities 6,936,862 1,057,202 Deferred revenue 5,217,440 4,176,466 Other liabilities (1,340,626) 764,819 Net cash(used in)provided by operating activities (330,426) 1,045,806 ilo Cash flows from investing activities: Purchases of property and equipment (301,317) (376,142) (Increase)decrease in restricted cash (350,000) 38,827 Purchases of intangible assets (36,000) — Net cash used in investing activities (687,317) (337,315) Cash flows from financing activities: Exercise of stock options under employee stock option plan 180 — Noncontrolling interest in joint venture contribution 913,919 500 Noncontrolling interest in joint venture distributions (655,830) (506,272) Principal payments on capital lease obligations (157,520) (101,928) Proceeds from borrowings on stockholder notes payable 700,000 — Proceeds from borrowings on line of credit 350,000 — Repayments on line of credit (350,000) — Repayments on term loan (250,000) (675,000) Net cash provided by(used in)financing activities 550,749 (1,282,700) Effect of exchange rate changes on cash (49,583) 3,022 Decrease in cash and cash equivalents (516,577) (571,187) Cash and cash equivalents,beginning of year 792,475 1,363,662 Cash and cash equivalents,end of year $ 275,898 792,475 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 1,059,318 1,106,923 Taxes 15,785 40,231 Noncash investing and financing activities: Equipment and other assets acquired under capital leases $ 283,375 322,316 IIIWarrants issued in connection with loan extensions 155,821 — See accompanying notes to consolidated financial statements. 7 ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 (1) Description of Business and Basis of Presentation (a) Description of Business Accela, Inc. and Subsidiaries (Accela or the Company) is a leading provider of web-, mobile-, and cloud-based software solutions exclusively for government agencies worldwide. Accela's solutions empower agencies to unify their departments to automate workflow, track information, and manage data for multi-department, mission critical applications including permitting, planning, code enforcement, licensing, public health, and public works processes, from a centralized software platform, while reducing workload and increasing efficiencies. Accela's solutions provide the agencies' citizens and businesses with easier and more convenient access to government services while further leveraging their investment in broadband and wireless infrastructure. (b) Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries located in the United States, Accela South Pacific Pty Ltd., located in Australia and Accela Middle East FZ-LLC,located in the United Arab Emirates. The consolidated financial statements also include the accounts of Accela-21 Tech, LLC, a variable interest entity (VIE) located in the United States in which the Company is a 50% controlling member. The VIE was established to provide license, maintenance and product implementation services to an Accela customer. As the Company has the power to direct the activities that most significantly impact the economic performance of the VIE and the variable interest provides the Company with the right to receive benefits from the entity that could potentially be significant, the Company determined that it is the primary beneficiary of the VIE and included the VIE's assets and liabilities as of June 30,2013 and 2012 and the results of the VIE's operations and cash flows for the years ended June 30,2013 and 2012 in the Company's consolidated financial statements. The VIE had total assets and total liabilities totaling$1.1 million and$1.2 million,respectively,as of June 30 2013. The VIE's balance sheet has been included in the Company's consolidated balance sheet with the offsetting equity related to the noncontrolling interest totaling $0.6 million in the equity section of the Company's consolidated balance sheet as of June 30,2013. All significant intercompany balances and transactions are eliminated in consolidation. (2) Liquidity and Certain Significant Risks and Uncertainties (a) Liquidity Management believes that its existing cash balances, borrowing capacity and the equity financing discussed below will be sufficient for the Company to meet its cash needs for at least the next twelve months. In October 2013, the Company completed a capital raise which generated proceeds totaling $35,000,000. See note 15(c), Subsequent Events—Issuance of Series D-1 and D-2 Preferred Stock, for more information related to the capital raise. • 8 (Continued) • ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 2013 and 2012 (b) Certain Significant Risks and Uncertainties The Company operates in the software industry and, accordingly, can be affected by a variety of factors including factors described elsewhere in these notes. For example, changes in any of the following areas, among others, could have a significant negative effect on the Company in terms of its future financial position, results of operations, or cash flows; ability to increase revenues; ability to effectively execute on a single large multi-year services implementation; the hiring, training, and retention of key employees; development of sales distribution capabilities; software industry risks, including reductions in government technology spending; fundamental changes in the technology underlying the Company's software products; decreases in purchases or implementations of enterprise software; the Company's lengthy sales cycle; the Company's dependence on its direct sales force; dependence on sales of specific products; growth in demand for the Company's professional services; arbitration, litigation, or other claims against the Company or its intellectual property; adverse changes in domestic and international market and economic conditions, particularly given the 100%government customer base; successful and timely completion of product development efforts; product introductions by competitors; and the ability to obtain additional financing. (3) Summary of Significant Accounting Policies • (a) Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences could be material to the Company's consolidated financial position and results of operations, requiring adjustment to these balances in future periods. Significant items subject to such estimates and assumptions include vendor specific objective evidence(VSOE)of fair value, the useful lives of property and equipment, allowances for doubtful accounts, valuation of deferred tax assets, stock-based compensation,and income tax uncertainties and other contingencies. (b) Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Cash equivalents are recognized at fair value. (c) Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other accrued expenses approximate their fair values due to their short maturities. Based on borrowing rates currently available to the Company for loans with similar terms, the carrying value of debt and capital lease obligations approximate fair value. • 9 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 (d) Restricted Cash Restricted cash totals $601,936 and $80,000 as of June 30, 2013 and 2012, respectively. As of June 30, 2013,restricted cash consisted of a bank guarantee standby letter of credit in the amount of $350,000 maintained pursuant to a new facility lease agreement entered into in fiscal 2013 and a bank guarantee in the amount of$251,936 maintained pursuant to a performance bond in connection with a customer contract. As of June 30, 2012, restricted cash consisted of a bank guarantee in the amount of$80,000 maintained pursuant to a bid bond in connection with a customer contract. See note 7(c), Commitments and Contingencies — Performance Guarantees, Standby Letters of Credit and Bid Bonds,for further information related to restricted cash. (e) Accounts Receivable Trade accounts receivable are stated at the amount which the Company expects to collect. The Company performs ongoing credit evaluations of its customers and generally does not require collateral. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer creditworthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Bad debt expense recorded in the fiscal years ended June 30, 2013 and 2012 was $3,271 and $8,443, respectively. The Company does not have any off balance sheet credit exposure related to its customers. (0 Unbilled Accounts Receivable At June 30,2013 and 2012, the Company's accounts receivable balances included unbilled accounts receivable of $16,137,819 and $3,695,257, respectively. Unbilled accounts receivable represent amounts earned and recognized in revenue under software and implementation services contracts in progress that are not billable at the respective balance sheet dates. These amounts become billable according to the contract terms, which usually consider the passage of time, completion of milestones,or completion of the projects. At June 30, 2013, a single domestic customer accounted for 68% of the total unbilled accounts receivable and 47% of the total gross accounts receivable. See note 4, Segment Reporting and Geographical Concentration, for more information related to this major domestic customer. The Company anticipates that a significant portion of such unbilled amounts will be billed within 12 months of the balance sheet date. (g) Property and Equipment Property and equipment are stated at cost,net of accumulated depreciation. Equipment under capital • leases is stated at the lower of fair market value or the present value of the minimum lease payments at the inception of the lease. Depreciation and amortization of property and equipment are computed 10 (Continued) • ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 using the straight-line method over the estimated useful lives of the assets,which range from three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life of the assets or the associated initial lease term. (h) Goodwill Goodwill represents the purchase price in excess of the net amount assigned to assets acquired and liabilities assumed by the Company primarily as a result of acquisitions the Company made in prior years, less impairment charges. The carrying value of goodwill is tested annually for impairment. The Company adopted Accounting Standards Update No. 2011-08, Intangibles — Goodwill and Other(Topic 350) (ASU 2011-08),beginning with its fiscal year ended June 30,2012. ASU 2011-08 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.Under ASU 2011-08,an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2011-08 includes a number of events and circumstances for an entity to consider in conducting the qualitative assessment. The Company operates in a single reporting unit and performs its annual impairment review of • goodwill at June 30,and if and when triggering events occur between annual impairment tests.Upon completion of its qualitative assessments as of June 30,2013 and 2012, the Company has concluded that it is not more likely than not that the fair value of its single reporting unit is less than its carrying amount and it is therefore not necessary to perform the two-step quantitative goodwill impairment test.No impairment charges have been recorded for the years ended June 30,2013 and 2012. (i) Software Development Costs Costs of internally developed software for resale are expensed until the technological feasibility of the software product has been established. Thereafter, software development costs are capitalized and amortized over the product's estimated useful life. To date, the point in time of achieving technological feasibility and the general availability of such software has substantially coincided; therefore, software development costs qualifying for capitalization have been immaterial. Accordingly, the Company has not capitalized any software development costs and has charged all such costs to research and development expense. (1) Long-Lived Assets The Company evaluates the carrying value of long-lived assets, including property and equipment, whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. An impairment loss is recognized when the estimated undiscounted future cash flows expected to result from the use of the asset, including disposition, are less than the carrying value of the asset. The impairment to be recognized is the excess of the carrying amount over the fair value of the assets.No impairment of long-lived assets was recognized for the years ended June 30,2013 and 2012. • 11 (Continued) ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements • June 30,2013 and 2012 (k) Deferred Project Costs The Company defers direct costs for certain projects that for revenue recognition purposes require ratable recognition of revenue over the term of the arrangement. Direct costs include costs for labor, benefits, and any other direct expenses to the project. These deferred amounts are being amortized ratably over the life of the arrangement, which range from three to ten years. Amortization of deferred project costs was $316,110 and $904,966 in fiscal year 2013 and fiscal year 2012, respectively, and is amortized to cost of revenues. The Company analyzes the recoverability of deferred project costs on a periodic basis, and balances are written down for any amounts deemed unrecoverable. These write downs are recorded as cost of revenues in the accompanying consolidated statements of operations. As of June 30, 2013, there were no deferred project costs associated with certain projects that for revenue recognition purposes require ratable recognition of revenue over the term of the arrangement.As of June 30, 2012,deferred project costs associated with certain projects that for revenue recognition purposes require ratable recognition of revenue over the term of the arrangement totaled$316,110. In August 2011, a customer provided notice to the Company that they would terminate their maintenance,support and hosting contract,effective September 30,2011,due to lack of funding.The Company had deferred project costs and deferred revenue related to this contract in the amounts of • $815,577 and $446,700, respectively, that were immediately recognized as cost of services and services revenue,respectively,on September 30,2011. In the fourth quarter of fiscal 2012, the Company entered into a single large multi-year services implementation engagement with a major domestic customer.As of June 30, 2012, deferred services revenues and deferred project costs associated with this contract totaled $324,431 and $306,925, respectively. As of June 30, 2013, there were no deferred services revenues or deferred project costs associated with this contract. See note 4, Segment Reporting and Geographical Concentration, for more information related to this major domestic customer. (1) Income Taxes The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences arising from the temporary differences between the tax basis of an asset or liability and its reported amount in the financial statements, as well as from net operating loss and tax credit carry forwards. Deferred tax amounts are determined by using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided for under currently enacted tax law. A valuation allowance is provided for the amount of deferred tax assets that,based on available evidence,is not expected to be realized. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained.Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. It is the Company's policy to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. • 12 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 (m) Concentration of Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash equivalents, restricted cash, and accounts receivable. Risks associated with cash and cash equivalents are mitigated by the use of what the Company considers creditworthy institutions. The Company performs ongoing credit evaluations of its customers' fmancial condition and generally requires no collateral. All of the Company's customers are government entities. Substantially, all of the Company's assets are located in the United States. • Approximately 97% and 93% of the Company's total revenues were generated in the United States during the years ended June 30, 2013 and 2012,respectively. In fiscal 2013, a single domestic major customer accounted for 32% of the Company's total revenues. In fiscal year 2012, no single customer accounted for more than 10%of the Company's total revenues. At June 30, 2013 and 2012, the single domestic major customer noted above accounted for approximately 47% and 25%, respectively, of the Company's total accounts receivable. A second domestic customer accounted for approximately 18%of the Company's total accounts receivable as • of June 30, 2013 and a separate domestic customer accounted for approximately 15% of the Company's total accounts receivable as of June 30,2012. At June 30, 2013, each of the two implementation partner vendors associated with the significant implementation contract with our major domestic customer noted above, accounted for approximately 17% of the Company's total accounts payable and accrued expenses, and the Company's engineering vendor accounted for 15% of the Company's total accounts payable and accrued expenses. At June 30,2012,one vendor accounted for approximately 22%of the Company's accounts payable and one related-party vendor accounted for 39% of the Company's accounts payable. See note 12(b),Related-Party Transactions—Software Design and Development Vendor,for more information with respect to this related-party vendor. In the fiscal years ended June 30, 2013 and 2012, one related-party vendor accounted for 20% and 60%, respectively, of the total research and development expense. See note 12(b), Related-Party Transactions—Software Design and Development Vendor, for more information with respect to this related-party vendor. (n) Revenue Recognition The Company recognizes revenue pursuant to requirements under the authoritative guidance on software revenue recognition. The Company derives revenue from four primary sources: (1)perpetual and subscription software licenses; (2)related professional services, which include implementation, consulting, and training; (3)maintenance and support;and(4)hosting. • For perpetual software license arrangements that do not require significant modification or customization of the software, or professional services that are not essential to the functionality of the software, revenue is recognized when: (1)persuasive evidence of a legally binding arrangement 13 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 exists, (2)delivery of the product has occurred or services have been rendered, (3)the arrangement fee is deemed fixed or determinable and free of contingencies or significant uncertainties, and (4)collection is probable. For software arran gements involving multiple elements, software license fees are recognized under the residual method if VSOE exists for the undelivered elements. Under the residual method, the Company allocates and defers revenue for the undelivered elements based on the VSOE of fair value of the undelivered elements, and recognizes the difference between the total arrangement fee and the amount deferred for the undelivered elements as license revenue. The assessment of VSOE for undelivered elements, including professional services,hosting, maintenance and support, is based on historical evidence of stand-alone sales of these elements to customers or from the substantive stated renewal rate for the undelivered element. Changes to the elements in an arrangement and the Company's ability to establish VSOE for those elements could affect the timing of revenue recognition. When VSOE does not exist for undelivered elements, the entire arrangement fee is recognized ratably over the performance period. For any bundled software and professional services arrangements (1)that include milestones or customer specific acceptance criteria that may affect collection of the software license fee; (2)where professional services include significant modification or customization of the software; or(3)where the software license payment is tied to the performance of professional services, the Company • recognizes revenue as follows: The Company allocates a portion of the arrangement to the maintenance and support component in accordance with established VSOE, which is recognized ratably over the maintenance term. Software license fees and professional services are then accounted for as a single unit of accounting. Revenue related to this single unit is recognized under the percentage-of-completion method using input measures based on the ratio of direct labor hours incurred to date to the total projected direct labor hours. Revenue from subscription software licenses is recognized ratably over the subscription period. Revenue from hosting services is recognized ratably over the hosting period. Revenue from consulting and training services that are not bundled with the initial delivery of a software license is recognized when such services are performed. Revenue from maintenance and support arrangements that are initially bundled with the delivery of the software license, or are renewed by the customer in subsequent periods, is recognized on a straight-line basis over the term of the support agreement, which is typically one year. Maintenance and support arrangements provide for technical telephone support and the right to unspecified upgrades on an if-and-when-available basis. Reimbursements received for out-of-pocket expenses are reported as revenue. The Company presents its revenues net of sales tax in its consolidated statements of operations. Management evaluates arrangements with governmental entities containing "fiscal funding" or • "termination for convenience"provisions,where such provisions are required by law,to estimate the probability of possible cancellation. Multiple factors are considered, including the history with the 14 (Continued) • ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 customer in similar transactions, the "essential use"of the licenses and the planning, budgeting, and approval processes undertaken by the governmental entity. If management determines that the probability of possible cancellation in these arrangements is remote,revenue is recognized when all of the criteria described above have been met. If such a determination cannot be made, revenue is recognized upon the earlier of cash receipt or approval of the applicable funding provision by the governmental entity. (o) Stock Based Compensation The Company recognizes stock-based compensation expense over the requisite service period based on estimated grant date fair value using the Black-Scholes option pricing model using the following variables: Common Stock Valuation—Since the Company's shares are not publicly traded and its shares are rarely traded privately,the Company used an independent third-party consultant to value its common stock. Expected Term — The Company's expected term represents the period that the Company's stock-based awards are expected to be outstanding. The Company does not have significant enough • detailed information about employee exercise behavior to determine a meaningful expected term. As a result,the Company uses the simplified method to determine the expected term. Expected Volatility — Since the Company's shares are not publicly traded, expected volatility is based on the historical volatility for the period commensurate with the expected life of the option for a peer group of comparable companies with publicly traded shares. Expected Dividend—The Company does not currently pay cash dividends on its common stock and does not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is 0%. Risk-Free Interest Rate — The risk-free interest rate is based on the U.S. Treasury zero-coupon issues in effect at the time of grant for periods corresponding with the expected term of the options. Estimated Forfeitures — The estimated forfeiture rate is based on the Company's historical forfeiture rates. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ significantly from those estimates. (p) Foreign Currency Translation The functional currencies of the Company's foreign subsidiaries are the Australian Dollar in Accela South Pacific and the United Arab Emirates (UAE) Dirham for Accela Middle East. Assets and liabilities of foreign operations with non-U.S.Dollar functional currency are translated to U.S.Dollars using exchange rates in effect at the end of the period. These foreign subsidiaries' financial statements are translated using current exchange rates for balance sheet accounts and average exchange rates during the period for income statement accounts. The resulting translation • adjustments are included in the Company's consolidated balance sheets in the stockholders' equity section as a component of accumulated other comprehensive (loss) income. For the fiscal years 15 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 ended June 30, 2013 and 2012, accumulated other comprehensive (loss) income consisted solely of foreign currency translation adjustments. (q) Loss and Gain Contingencies The Company is subject to the possibility of loss contingencies arising in the ordinary course of business. Management considers the likelihood of loss related to an asset, or the incurrence of a liability, as well as its ability to reasonably estimate the amount of the loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to determine whether such accruals should be adjusted and whether new accruals are required. In one such matter, in August 2012, the Company settled a contract dispute with one of its customers. In connection with that matter, the Company also settled its dispute with its insurance carrier. Accordingly, the Company recorded a gain in fiscal 2013 totaling $150,000 and recorded a loss in fiscal 2012 totaling $136,396. Both the gain in fiscal 2013 and the loss in fiscal 2012 was reflected in general and administrative expense in operating expenses in the consolidated statements of operations. See note 14,Legal Proceedings,for further information related to these matters. (r) Recent Accounting Pronouncements • In February 2013, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU) to the guidance on Comprehensive Income, to improve the reporting of reclassifications out of accumulated other income. This guidance requires entities to provide information about the amounts reclassified out of accumulated other income by component. The authoritative guidance also requires an entity to present, either on the face of the statement where net income (loss) is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income only if the amount reclassified is required under U.S.GAAP to be reclassified to net income(loss)in its entirety in the same reporting period. For amounts not required to be reclassified under U.S.GAAP, entities are required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The Company adopted this guidance in fiscal 2013 and its adoption did not have a significant impact on the Company's consolidated financial statements. In July 2013, the FASB issued an ASU on Income Taxes, to improve the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carry forward exists. This guidance is expected to reduce diversity in practice and is expected to better reflect the manner in which an entity would settle at the reporting date any additional income taxes that would result from the disallowance of a tax position when net operating loss carry forwards, similar tax losses, or tax credit carry forwards exists. This guidance is effective for interim and annual periods beginning after December 15, 2013. The Company does not believe that the implementation of this authoritative guidance will have any material impact on its consolidated financial position or results of operations. • 16 (Continued) ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 (s) Certain Reclassifications of Prior Year Balances During the current fiscal year,the Company concluded that$2,426,368 and$1,994,715 of previously reported accounts payable and accounts payable-related party, respectively, were misclassified as long-term in other long-term liabilities and accounts payable—related party, net of current portion, respectively. The Company revised the consolidated balance sheet as of June 30,2012 by increasing accounts payable and accounts payable related-party by $2,426,368 and $1,994,715, respectively, and by reducing other long-term liabilities and accounts payable related-party,net of current portion, by the same amounts,respectively. (4) Segment Reporting and Geographical Concentration The Company's chief operating decision maker (CODM), who is the chief executive officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented on an entity level basis accompanied by disaggregated information about revenues by product type and certain information about geographic regions for purposes of making operating decisions and assessing fmancial performance. The entity level financial information is identical to the information presented in the accompanying consolidated financial statements. Accordingly, the Company has determined that it operates in a single operating and reportable segment. The Company • attributes revenues to geographic regions generally based on the country in which the products are shipped to. The following table shows total revenues by geographic region for each of the fiscal years ended June 30, 2013 and 2012: 2013 2012 Revenues: United States of America: License $ 4,842,286 4,450,989 Services 39,429,818 17,788,466 Recurring revenues and other 23,284,936 21,560,182 Total United States of America 67,557,040 43,799,637 Middle East and South Pacific: License 233,693 1,364,820 Services 1,398,586 1,451,315 Recurring revenues and other 666,388 476,056 Total Middle East and South Pacific 2,298,667 3,292,191 Total $ 69,855,707 47,091,828 • 17 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 The Company tracks assets by physical location.The majority of the Company's assets as of June 30,2013 and 2012 were attributable to U.S.operations. Trade accounts receivable and property and equipment are summarized as follows as of June 30,2013 and 2012: 2013 2012 Accounts receivable—net: United States of America $ 30,876,530 13,442,751 Middle East and South Pacific 813,711 172,879 Total $ 31,690,241 13,615,630 Property and equipment: United States of America $ 895,851 758,460 Middle East and South Pacific 33,519 41,426 Total $ 929,370 799,886 (5) Property and Equipment,Net Property and equipment at June 30,2013 and 2012 consist of the following: • 2013 2012 Leasehold improvements $ 73,109 73,195 Computers and computer software 3,488,810 3,159,983 Computer equipment and furniture under capital leases 819,662 647,154 Other equipment 382,057 381,865 Furniture and fixtures 409,544 362,480 Total 5,173,182 4,624,677 Accumulated depreciation and amortization (4,243,812) (3,824,791) Property and equipment,net $ 929,370 799,886 Depreciation and amortization expense for the years ended June 30, 2013 and 2012 was $455,216 and $440,664, respectively. Accumulated amortization for equipment acquired under capital leases, included within accumulated depreciation and amortization, totaled $186,609 and $115,315 at June 30, 2013 and 2012,respectively. i 18 (Continued) • ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 (6) Accrued Liabilities and Other Long-Term Liabilities Accrued liabilities and other long-term liabilities at June 30,2013 and 2012 consist of the following: 2013 2012 Accrued liabilities: Payroll and related expenses $ 3,433,671 4,015,460 Partner implementation costs 6,252,542 208,388 Interest 86,257 80,422 Related-party interest 1,279,991 159,133 Settlement agreement(note 3q and 14) 155,326 200,000 Other expenses 450,617 161,804 Total accrued liabilities $ 11,658,404 4,825,207 Other long-term liabilities: Related-party interest $ 317,042 961,752 Settlement agreement(note 3q and 14) 550,000 705,326 Other expenses 64,450 30,712 • Total other long-term liabilities $ 931,492 1,697,790 (7) Commitments and Contingencies (a) Capital and Operating Leases The Company leases its facilities and certain equipment under noncancelable capital and operating leases that expire on various dates through 2018. Minimum future lease payments under such capital and operating lease arrangements as of June 30,2013 are as shown below: Noncancelable Operating capital leases leases Year ending June 30: 2014 $ 202,911 1,136,111 2015 121,318 1,115,335 2016 75,444 1,151,650 2017 53,414 1,443,240 2018 30,291 1,443,240 Thereafter — 240,540 483,378 $ 6,530,116 Less amount representing interest (43,639) Less current portion (179,068) Long-term capital lease obligations $ 260,671 • 19 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 Rent expense under operating leases for fiscal years ended June 30, 2013 and 2012 was $765,360 and$691,680,respectively. (b) Indemnification Agreements The Company enters into standard indemnification agreements and certain warranties with its customers and certain other business partners in the ordinary course of business. These agreements include product warranties and provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that the Company's product infringes a patent, copyright or trademark, or misappropriates a trade secret, of that third party. The agreements generally limit the scope of the available remedies in a variety of industry-standard methods, including but not limited to product usage and geography-based limitations, a right to control the defense or settlement of any claim, and a right to replace or modify the infringing products to make them noninfringing. These agreements also include provisions for indemnifying the customer for tortuous conduct of the Company,its employees,and agents. The Company has not incurred significant expenses related to these indemnification agreements and warranties, and no material claims for such indemnifications and warranties are outstanding as of June 30, 2013 and 2012. As a result, the Company believes the estimated fair value of any liability related to these indemnification agreements and warranties, if any,to be de minimis;accordingly,no • liability has been recorded with respect to such indemnifications and warranties as of June 30,2013 and 2012. (c) Performance Guarantees,Standby Letters of Credit and Bid Bonds In fiscal 2013, the Company established a cash-collateralized, noninterest bearing performance guarantee with a bank in favor of an international customer. This guarantee will automatically renew annually, until final acceptance and release by the customer. At June 30, 2013, the performance guarantee included in restricted cash totaled $251,936. At June 30,2012, there were no performance guarantees included in restricted cash. Also in fiscal 2013, the Company entered into a new lease facility at its headquarters in San Ramon, California. The new lease facility included a cash collateralized,noninterest bearing standby letter of credit totaling$350,000 which was included in restricted cash as of June 30,2013. In March 2012, the Company established an $80,000 bid bond guarantee with a bank in favor of an international customer. The bid bond expired on August 17, 2012, at which time the funds were returned to the Company. At June 30, 2013 and 2012, bid bonds totaling $0 and $80,000, respectively,was included in restricted cash. (8) Borrowings under Line of Credit and Term Loan The Company has a revolving line of credit facility with a.bank. The line of credit, originally for a three-year term ending August 12, 2011, established a maximum $15,000,000 senior secured credit facility and included a $5,000,000 letter of credit subfacility. The facility is collateralized by a first priority perfected security interest in substantially all of the assets of the Company. Under the credit facility, the • notes payable to stockholders(note 9)were subordinated to the borrowings under the line of credit. 20 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 Effective May 24,2010,the Company entered into an amended agreement with the bank for a term ending on August 12, 2012. Total borrowing under the facility (including outstanding subfacility letters of credit of up to $5,000,000—of which $250,000 is outstanding as of June 30, 2012)may not exceed the lesser of (1)$13,500,000 or (2)the Company's maintenance and hosting revenue for the most recently completed trailing twelve consecutive month period times a multiple ranging from 1.0 to 1.2. Existing advances of $1,500,000 were converted to a term loan under the amendment. The converted term loan was to be repaid in equal monthly installments of$50,000, commencing June 1, 2010, and bore interest at 8.25%. As of June 30, 2013, the term loan was repaid in full. Additional advances are not available under the converted term loan. Depending on the Company's leverage ratio as of any date of determination, the Company may elect that the loans bear interest at a rate per annum equal to (1)the Base Rate plus Applicable Margin; or (2)the LIBOR plus Applicable Margin. The leverage ratio is the ratio of the Company's outstanding obligations to its earnings before interest, taxes, depreciation, and amortization. Applicable Margin is 4.50% for Base Rate loans with a Leverage Ratio greater than 2.00:1.00 and 2.50% for Base Rate loans with a Leverage Ratio equal to or less than 2.00:1.00. Applicable Margin is 5.50%for LIBOR loans with a Leverage Ratio greater than 2.00:1.00 and 3.50% for LIBOR loans with a Leverage Ratio equal to or less than 2.00:1.00. Base Rate is defined as the greater of Prime Rate, the Federal Funds Rate plus 1/2% or 4.75%per annum. • The LIBOR is defined as the greater of the rate per annum appearing on Bloomberg L.P.'s Page BBAM or 2.75%per annum. The Company is subject to various financial covenants, including maintenance of minimum levels of EBITDA and limitations on annual capital expenditures. The Company is also required to provide certain monthly and annual financial reporting and reporting of certain significant events to the bank. The Company was in compliance with all affirmative, negative and financial covenants as of the date of issuance of these financial statements. In May 2011, upon execution of a new office lease, the Company established an Irrevocable Standby Letter of Credit with the bank in favor of a landlord in the amount of$200,000, using the letter of credit subfacility available under the bank credit facility. The Letter of Credit expires on May 9, 2014. Drawings under the Letter of Credit, full or partial, are permitted upon an event of default under the Company's lease. At both June 30, 2013 and 2012, the amount outstanding under the line of credit facility was $12,296,799. The term loan was paid in full in fiscal 2013. Accordingly, at June 30, 2013 and 2012, amounts outstanding under the term loan were $0 and $250,000, respectively. The interest rate on the amounts outstanding under the line of credit facility at both June 30,2013 and 2012 was 8.25%. On February 13, 2012, the Company entered into an amended agreement with the bank that extended the term of its line of credit agreement through August 12, 2014. Significant changes incorporated into the amendment included a reduction of the early termination premium, establishment of new minimum earnings before interest, taxes, depreciation, and amortization (EBITDA) and maximum capital expenditures covenants,and establishment of new limits for permitted intercompany advances. • In October 2013, in connection with the Company's issuance of Series D-1 and D-2 Preferred Stock, the Company's existing credit facility with the bank is being renegotiated under a new credit facility with the 21 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 same bank. See note 15(c), Subsequent Events–Issuance of Series D-1 and D-2 Preferred Stock, for more information related to the new line of credit facility with the bank. The following is a summary of various contractual commitments as of June 30, 2013 with respect to the revolving line of credit facility with a bank and notes payable to stockholder.All periods start from July 1, 2013 and exclude interest commitments. Payments due by period Total Fiscal 2014 Fiscal 2015 Revolving line-of-credit facility: Bank line of credit $ 12,296,799 — 12,296,799 Stockholder notes(note 9) 6,112,755 4,012,755 2,100,000 $ 18,409,554 4,012,755 14,396,799 (9) Notes Payable to Stockholder Notes payable to stockholder at June 30,2013 and 2012 consist of the following: 2013 2012 • Note payable to a stockholder,dated May 9, 2013, bearing interest at 11%,principal and accrued interest due November 8,2014,unsecured(note 12a). $ 700,000 — Note payable to a stockholder,dated June 23,2011, bearing interest at 10.25%,principal and accrued interest due December 30,2014,unsecured(note 12a). 1,000,000 1,000,000 Note payable to a stockholder,dated June 30,2011, bearing interest at 10.25%,principal and accrued interest due December 30,2014,unsecured(note 12a). 400,000 400,000 Note payable to a stockholder, dated February 1,2010, bearing interest at 9.25%,principal and accrued interest due February 1,2014,unsecured.This note superseded and canceled the amended note,dated February 1,2008(note 12a). 4,012,755 4,012,755 Notes payable to stockholder $ 6,112,755 5,412,755 In August 2012, both the June 23, 2011 note payable totaling $1,000,000 and the June 30, 2011 note payable totaling$400,000 had their respective maturity dates extended by two years. These notes now have a new maturity date of December 30, 2014 and a new interest rate of 10.25%. Warrants were issued in consideration for the extensions and lower interest rate. See note 10(b), Stockholders'Deficit– Common Stock Warrants, for further information regarding the extensions,new interest rate and the issuance of new • warrants. 22 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 In May 2013, the Company entered into a new unsecured promissory note payable agreement with a stockholder of the Company in an amount totaling $700,000, which bears interest at a rate of 11% per annum. The entire outstanding balance of this note,together with all accrued interest thereon, shall be due and payable in full on or before November 8,2014. In October 2013, in connection with the Company's issuance of Series D-1 and D-2 Preferred Stock, the Company's notes payable to stockholder, including all accrued and unpaid interest,was either converted to Series D-2 preferred stock, paid or forgiven by the stockholder..See note 15(c), Subsequent Events — Issuance of Series D-1 and D-2 Preferred Stock,for more information related to stockholder notes payable. (10) Stockholders' Deficit (a) Convertible Preferred Stock Convertible preferred stock consists of the following as of June 30,2013 and 2012: Designated Outstanding shares shares. Series A 5,000,000 4,704,520 • Series B 3,000,000 3,000,000 Series C 5,000,000 4,577,778 Total 13,000,000 12,282,298 The Company has 20,000,000 preferred shares authorized, with 13,000,000 shares designated for Series A, B, and C. Significant terms of the Company's Series A, B, and C convertible preferred stock are as follows: Each share of Series A, B, and C preferred stock is convertible into one share of common stock (subject to adjustment for events of dilution), at the option of the holder. Shares automatically convert into common stock upon: 1) a public offering of the Company's common stock yielding proceeds in excess of$30,000,000 and a price per share of common stock that is not less than $2.70 per share or 2)in the event of a vote or written consent or agreement of the holders of 50% of the shares of the preferred stock then outstanding. Each share of Series B and C convertible preferred stock is entitled to receive noncumulative dividends, prior to and in preference to any declaration or payment of any dividend on the common stock and Series A convertible preferred stock, at the rate of 8%per year of the original issue price of$1.50 and $0.90, respectively. The Series B and C convertible preferred stockholders are entitled to such dividends when and if declared by the board of directors. No dividends have been declared since inception. Each share of Series A convertible preferred stock is entitled to receive noncumulative dividends, prior to and in preference to any declaration or payment of any dividend on the common stock, at the • rate of 8% per year of the original issue price of $0.39. The Series A convertible preferred stockholders are entitled to such dividends when and if declared by the board of directors. No dividends have been declared since inception. 23 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 The Series A,B, and C convertible preferred stock have the same voting rights as the common stock into which they are convertible. In the event of liquidation, dissolution or winding up of the Company, the holders of Series B and C convertible preferred stock are concurrently entitled to receive on a pro rata basis, prior and in preference to any distributions to the holders of Series A convertible preferred stock and common stock,an amount of$1.50 and$0.90,respectively,per share. Any surplus assets remaining thereafter shall be distributed entirely to the holders of the common stock and Series A, B, and C convertible preferred stock on a pro rata basis. In September 2013, a related party stockholder and an independent third party each purchased series A convertible preferred stock from the Company. See note 15(b),Subsequent Events–Sale of Series A Convertible Preferred Stock,for more information related to these sales. In October 2013, the Company issued new Series D-1 and D-2 Preferred Stock. See note 15(c), Subsequent Events–Issuance of Series D-1 and D-2 Preferred Stock,for more information related to the newly issued series D-1 and D-2 preferred stock. (b) Common Stock Warrants A summary of common stock warrant activity during the fiscal years ended June 30, 2012 and 2013 • is as follows: Warrants outstanding Balance at June 30,2011 $ 7,178,094 Activity during fiscal 2012: Issued — Expired,exercised or canceled Balance at June 30,2012 7,178,094 Activity during fiscal 2013: Issued 396,149 Expired,exercised or canceled — Balance at June 30,2013 $ 7,574,243 In August 2012, the two promissory notes payable in the amount of $1,000,000 and $400,000, respectively, each with a due date of December 30, 2012,were extended to December 30, 2014. The interest rate was adjusted to 10.25%per annum and the default interest rate was adjusted to 12.25% per annum. All other terms remained unchanged. In consideration for these notes payable extensions, also in August 2012, the Company issued to the stockholder, fully vested warrants to purchase up to 396,149 shares of the Company's common stock at an exercise price of $1.24 per share with an expiration date of August 7, 2015. The fair value of these warrants of$155,826 was accounted for as • a debt modification. Accordingly,the Company will amortize the fair value of the warrant to interest expense over the remaining term of the extended notes. The fair value of these warrants was 24 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 determined using the Black-Scholes option pricing model with the following assumptions: expected life of three years; volatility of 46.59%and risk-free interest rate of 0.37%. In October 2013, in connection with the Company's issuance of Series D-1 and D-2 Preferred Stock, the Company's common stock warrants were canceled. See note 15(c),Subsequent Events—Issuance of Series D-1 and D-2 Preferred Stock,for more information on the newly issued Preferred Stock. (c) Common Shares Reserved for Issuance At June 30,2013, the Company reserved shares of common stock for future issuance as follows: Stock option plan $ 16,316,946 Common stock warrants 7,574,243 Conversion of Series A convertible preferred stock 4,704,520 Conversion of Series B convertible preferred stock 3,000,000 Conversion of Series C convertible preferred stock 4,577,778 Total $ 36,173,487 • (d) Stock Option Plans Under the Company's 2000 stock option plan (the 2000 Plan) as originally adopted, the Company could grant both incentive or nonstatutory stock options to employees, directors, and consultants with exercise prices not less than 100%of the estimated fair value of the common stock on the date of the grant. Option grants to a person who, at the time of the grant, owned more than 10% of the total combined voting power of all classes of stock had an exercise price of no less than 110%of the estimated fair value of the common stock on the date of the grant. Options generally vested over a four-year period with a one-year cliff followed by monthly vesting. The 2000 Plan was adopted on June 27, 2000 with a termination date of June 26, 2005. In August 2005,the Company extended the expiration date of the 2000 Plan for an additional five years to June 26,2010. Effective June 27, 2010, Accela's Board of Directors approved the adoption of the 2010 Stock Incentive Plan(the 2010 Plan), with a termination date of June 26, 2020. The 2010 Plan replaced the 2000 Plan which expired on June 26, 2010. Under the 2010 Plan, the Company may grant options (which may constitute incentive stock options or nonstatutory stock options), stock appreciation rights, or restricted stock units and the award or sale of shares, at the discretion of the Board of Directors. Only employees are eligible for grants of incentive stock options. Only employees, consultants, and outside directors are eligible for grants of nonstatutory stock options, stock appreciation rights,and the award or sale of shares. Incentive stock options may be granted with an exercise price not less than 100% of the fair market value of the common stock on the date of the grant; provided, however, that the exercise price per • share of an incentive stock option granted to a 10% stockholder must not be less than 110% of the fair market value of a share on the date of grant. The exercise price per share of a nonstatutory stock option must not be less than 100%of the fair market value of a share on the date of grant. 25 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 Options granted under the 2010 Plan generally vest over a four-year period with a one-year cliff followed by monthly vesting. A summary of stock option activity under the 2011 Plan is as follows: Options Weighted available for Options average grant outstanding exercise price Balances at June 30,2011 8,187,312 8,129,834 $ 0.83 Granted (347,000) 347,000 1.18 Canceled,forfeited,or expired 492,537 (492,537) 1.05 Balances at June 30,2012 8,332,849 7,984,297 0.83 Granted (1,640,000) 1,640,000 1.24 Exercised — (200) 0.90 Canceled,forfeited,or expired 3,397,197 (3,397,197) 0.41 Balances at June 30,2013 10,090,046 6,226,900 1.15 At June 30, 2013 and 2012, the total number of shares authorized for issuance under the plan was • 16,316,946 and 16,317,146,respectively. Additional information regarding options outstanding as of June 30,2013 is as follows: Options outstanding at June 30,2013 Options exercisable Weighted average Weighted Weighted remaining average average Number of contractual exercise Number exercise Exercise price shares life(years) price of shares price $ 0.351-0.90 2,015,800 3.03 $ 0.90 2,015,800 $ 0.90 0.901-1.18 854,100 7.13 1.18 594,896 1.18 1.181-1.31 2,846,500 7.31 1.27 1,389,113 1.30 1.311-1.50 510,500 5.88 1.38 506,783 1.38 6,226,900 5.78 1.15 4,506,592 1.12 • 26 (Continued) • ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 Stock Compensation Expense— The fair value of stock option grants for the years ended June 30, 2013 and 2012 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: 2013 2012 Risk-free interest rate 0.91%-1.17% 1.20%--1.23% Expected term(in years) 6.00 6.00 Dividend yield None None Volatility 47.91%-48.65% 47.91%-52.61% Estimated annual forfeitures 6.6% 7.0% Fair value of common stock $ 1.24 1.18 The weighted average grant date fair value of options granted during the years ended June 30, 2013 and 2012 was$0.58 and$0.60,respectively.Options exercised in fiscal 2013 totaled 200 shares at an exercise price of$0.90 per share. There were no options exercised in fiscal 2012. As of June 30, 2013, there was unrecognized compensation cost, adjusted for estimated forfeitures related to unvested stock options granted in the amount of$713,255. That cost is expected to be recognized • over a weighted average period of 2.93 years. The Company currently uses authorized and unissued shares to satisfy share award exercises. Stock-based compensation expense is allocated to expense categories on the consolidated statements of operations based on the employees' departmental cost center. The following table summarizes stock-based compensation expense for the years ended June 30, 2013 and 2012. The Company did not recognize any income tax benefit in the consolidated statements of operations for stock-based compensation arrangements in the years ended June 30,2013 or 2012. 2013 2012 Included in cost of revenue: Cost of services $ 102,158 81,987 Cost of maintenance and support 594 514 Cost of hosting and subscription 3,826 681 Total included in cost of revenue 106,578 83,182 Included in operating expenses: Sales and marketing 148,500 72,606 Research and development 22,607 62,389 General and administrative 181,195 233,928 Total included in operating expenses 352,302 368,923 Total $ 458,880 452,105 • In October 2013,in connection with the Company's issuance of Series D-1 and D-2 Preferred Stock, the Company's existing options and warrants, excluding previously exercised options,were canceled 27 (Continued) ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 and a new option pool was established. See note 15(c), Subsequent Events—Issuance of Series D-1 and D-2 Preferred Stock,for more information on the newly issued Preferred Stock. (11) Income Taxes The provision for income taxes for the years ended June 30, 2013 and 2012 was $62,828 and $9,772, respectively,and consisted of the following: Year ended June 30 2013 2012 Current: Federal $ — — State 40,886 36,965 Foreign 26,827 33,588 Total current 67,713 70,553 Deferred: Foreign (4,885) (60,781) Total deferred (4,885) (60,781) • Total provision for income taxes $ 62,828 9,772 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities used for financial reporting and the amounts used for income tax purposes as well as net operating loss and tax credit carryforwards. The items comprising the Company's net deferred tax assets at June 30,2013 and 2012 are as follows: 2013 2012 Deferred tax assets,net: Net operating loss carryforwards $ 10,316,177 12,984,828 Research and development credits 1,856,856 1,578,701 Accruals and reserves 3,920,831 4,360,732 Stock-based compensation 300,281 261,191 Depreciation and amortization 6,420,536 3,465,132 Foreign deferred tax asset 131,923 143,055 Gross deferred tax liability (113,078) (92,801) Net deferred tax assets before valuation allowance 22,833,526 22,700,838 Valuation allowance (22,701,603) (22,557,783) Net deferred tax assets $ 131,923 143,055 The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign • jurisdictions. The federal and California tax returns for all tax years are subject to examination by the 28 (Continued) ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 United States and various state tax authorities due to tax attribute carryforwards that have not yet been utilized. The Company's tax years for 2007 and forward are subject to examination by the major foreign taxing jurisdictions in which the Company is subject to tax. The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. In the fiscal years ended June 30, 2013 and 2012, the Company recognized $1,061 and $1,326, respectively, of interest and penalties associated with unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months of the reporting date. The following table sets forth the change to the Company's unrecognized tax benefits, and penalties and interest for the fiscal years ended June 30, 2012 and 2013. These changes were primarily recorded to other long-term liabilities. Unrecognized Penalties tax benefits and interest Balance at July 1,2011 $ 712,535 6,413 • Gross increase related to tax positions taken during the current period 31,297 1,326 Balance at June 30,2012 743,832 7,739 Gross increase related to tax positions taken during the current period 46,443 1,061 Balance at June 30,2013 $ 790,275 8,800 Based on the available objective evidence, management believes it is more likely than not that the net deferred tax assets of Accela United States will not be fully realized. Accordingly, the Company has provided a full valuation allowance against Accela United States' net deferred tax assets at June 30, 2013 and 2012. The Company believes the foreign subsidiary will be able to realize its deferred tax assets in future years and,therefore,has no valuation allowance. The net change in the total valuation allowance for the year ended June 30,2013 was approximately$144,000. At June 30, 2013, the Company had net operating loss carryforwards of approximately $27.1 million for federal purposes and $24.1 million for state purposes. If not utilized, these carry forwards will begin to expire in fiscal 2018 for federal purposes,fiscal 2014 for California purposes,and on various dates starting in the current year for other states. The Company has research credit carryforwards of approximately $1.3 million for federal purposes and $0.6 million for California purposes at June 30,2013.If not utilized,the federal carryforward will begin to expire in various amounts beginning in fiscal 2019.The California credit carryforward will not expire. • At June 30, 2013, the Company has foreign tax credits of approximately $104,000 for federal purposes. If not utilized,the foreign tax credits will begin to expire in fiscal 2019. 29 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 At June 30,2013,the Company has minimum tax credits of approximately $16,000 for state purposes. The minimum tax credits can be carried forward indefinitely. Internal Revenue Code Section 382 places a limitation (the Section 382 Limitation) on the amount of taxable income, which can be offset by net operating loss and tax credit carryforwards after a change in control (generally greater than 50% change in ownership) of a loss corporation. California has similar rules. Generally, after a control change, a loss corporation cannot deduct net operating loss carryforwards in excess of the Section 382 Limitation. Due to these "change in ownership"provisions,utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has not reflected income taxes that would be payable to foreign taxing jurisdictions if the earnings of the group of corporations operating in those jurisdictions were to be transferred out of such jurisdictions because such earnings are intended to be permanently reinvested in those countries. A valuation allowance has been placed against Accela USA's net deferred tax assets as a result of uncertainties regarding the realization of these assets. (12) Related-Party Transactions (a) Stockholder Notes • On February 1, 2006, the Company entered into two unsecured note payable agreements with two stockholders of the Company, which bore interest at a rate of 9.00%per annum. The notes matured on February 1,2008,and new note payable agreements were entered into by the stockholders and the Company,each note bore interest at 8.00%. On August 12,2008, the Company paid principal and interest on one of the notes in full. On February 1,2010,the remaining note matured and a new note payable agreement,with interest at 9.25%,was entered into by the stockholder and the Company. On March 10, 2011, the note was extended for an additional two years, to February 1, 2014,with no other changes in terms. On June 23, 2011 and June 30, 2011, two additional note payable agreements, both with December 30, 2012 maturity dates and both with interest at 11% were entered into by the stockholder and the Company. In August 2012, these two additional note payable agreements both with December 31, 2012 maturity dates, were extended to December 30, 2014. The interest rate was adjusted to 10.25% per annum and the default interest rate was adjusted to 12.25% per annum. All other terms remained unchanged. In consideration of these notes payable extensions, also in August 2012, the Company issued to the stockholder fully vested warrants. See note 10(b), Stockholders' Deficit — Common Stock Warrants, for further information related to the issuance of warrants. On May 9, 2013, the Company entered into a new unsecured promissory note payable agreement • with a stockholder of the Company in an amount totaling $0.7 million,which bears interest at a rate 30 (Continued) • ACCELA,INC.AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30,2013 and 2012 of 11% per annum. The entire outstanding balance of this note, together with all accrued interest thereon, shall be due and payable in full on or before November 8, 2014. See note 9,Notes Payable to Stockholder, and note 10(b), Stockholders' Deficit — Common Stock Warrants, for further information with respect to the related party stockholder notes and the issuance of warrants. Total outstanding principal and accrued interest related to the stockholder notes payable at June 30, 2013 and 2012 was $7,808,568 and $6,480,248, respectively, and is included under current portion of notes payable to stockholder (at June 30, 2013 only) and notes payable to stockholder, net of current portion, accrued liabilities and other long-term liabilities (at June 30, 2013 and 2012 in the consolidated balance sheets. In October 2013, in connection with the Company's issuance of Series D-1 and D-2 Preferred Stock, the Company's notes payable to stockholder, including all accrued and unpaid interest, were either converted to series D-2 preferred stock, paid or forgiven by the stockholder. See note 15(c), Subsequent Events—Issuance of Series D-1 and D-2 Preferred Stock,for more information related to stockholder notes payable. (b) Software Design and Development Vendor • In November 2012, the Company and a related-party vendor, who is owned by a principal stockholder of the Company, and who had performed a significant portion of the Company's software design,coding,and testing/quality assurance services,assigned,transferred and delivered to an independent third-party vendor all such services under an Assignment and Assumption Agreement. The Company's General Counsel is also the General Counsel of the related-party vendor. The decision to pursue an outsourced solution to satisfy the Company's operational needs was made by management in 2002, and prior to the Assignment and Assumption Agreement in November 2012, the Company had been using the services of the related-party Vendor under various operating agreements. These agreements provided for various monthly and hourly rates depending on the number and skill level of the related-party Vendor's personnel used to perform the services. During the years ended June 30, 2013 and 2012, the Company recorded $2,471,947 and $6,099,070, respectively, of expenses related to services provided by the related-party Vendor (for year ended June 30, 2013, $2,471,947 and $0 of expenses for research and development and professional services, respectively, and for year ended June 30, 2012, $6,078,278 and $20,792 of expenses for research and development and professional services, respectively). At June 30, 2013 and 2012, amounts payable to the related-party Vendor of $1,994,715 and $3,048,256, respectively, are included in accounts payable—related party(as of June 30, 2013 and 2012) and accounts payable— related party,net of current portion(as of June 30,2012 only). The related-party Vendor ceased providing software design and development services to the Company effective with the Assignment and Assumption Agreement entered into in November 2012. Also effective with the Assignment and Assumption Agreement entered into in November 2012, a new independent third party vendor now provides software design and • development services to the Company under the Amended and Restated Master Software Development Agreement dated June 1, 2006 and the Statements of Works governed thereby, collectively referred to as the "Continuing Agreements". The Continuing Agreements,now assigned 31 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 and assumed by the new independent third party Vendor to supply design and development services to the Company are automatically renewable annually, and either party must give a six (6)month advance notice of termination. (13) Employee Benefit Plans (a) 401(k)Profit Sharing Plan The Company has a 401(k) profit sharing plan covering substantially all employees. The plan provides for employee voluntary salary reduction contributions up to the maximum allowed under Internal Revenue Service rules. Additionally, the Company may make matching and annual profit sharing contributions to the plan. Employer matching contributions were$254,886 and $189,728 for the years ended June 30,2013 and 2012,respectively. (b) Executive Deferred Compensation Plan The Accela, Inc. Executive Deferred Compensation Plan (the Executive Deferred Compensation Plan), a nonqualified deferred compensation plan, became effective in fiscal 2013. As required by applicable law, participation in the Executive Deferred Compensation Plan is limited to a select group of the Company's management employees.Under the Executive Deferred Compensation Plan, which is an unfunded and unsecured deferred compensation arrangement, a participant may elect to defer base salary, bonus, and/or commissions, pursuant to such rules as may be established by the Company, up to the maximum percentages for each deferral election as described in the plan. With the initiation of the Executive Deferred Compensation Plan in fiscal 2013, the Company made a one-time $1,000 contribution to each employee participant. The deferred compensation asset and liability under the Executive Deferred Compensation Plan was$32,677 and$32,677,respectively,as of June 30, 2013, and was recorded primarily in other assets and other long-term liabilities, respectively, in the Company's consolidated balance sheet. There was no deferred compensation asset or liability as of June 30,2012. (14) Legal Proceedings The Company may from time to time be involved in various legal proceedings that may arise during the ordinary course of its business. The final resolution of these matters, individually or in aggregate, is not expected to have a material adverse effect on the Company's consolidated financial position or results of operations. In one such matter, in August 2012, the Company settled a contract dispute with one of its customers. Under the settlement agreement, the Company will pay the customer a total of$900,000, to be paid out in six annual installments over a five-year period. The Company is also responsible for other incidental charges totaling $5,326 and has incurred $189,631 in legal costs associated with this claim. See note 6, Accrued Liabilities and Other Long-Term Liabilities, for further information related to the settlement. In connection with this matter,the Company's insurance carrier agreed to cover$150,000 of the costs. • 32 (Continued) ACCELA,INC.AND SUBSIDIARIES • Notes to Consolidated Financial Statements June 30,2013 and 2012 (15) Subsequent Events The Company has evaluated subsequent events from the balance sheet date through November 12, 2013, which is the date the financials were available to be issued. (a) Issuance of Reporting Extension Waiver from the Bank In October 2013, the Company received a reporting extension waiver from the bank. See note 8, Borrowings under Line of Credit and Term Loan, for more information related to the Company's covenant requirements. (b) Sale of Series A Convertible Preferred Stock In September 2013, the Company issued a total of 294,873 shares of series A convertible preferred stock for total proceeds of$250,642. Proceeds from the sale of series A convertible preferred stock are designated for general corporate purposes. (c) Issuance of Series D-1 and D-2 Preferred Stock In October 2013, the Company issued 26,119,403 of newly issued series D-1 preferred stock • (the Preferred) to a new investor and/or certain of its affiliates (New Investor) for total proceeds of $35,000,000. Proceeds from the offering will mainly be used for working capital and fmancing for future acquisitions. Subsequent to the closing, the Company repaid $2,488,525 of stockholder notes, and paid $5,814,633 for the repurchase of 2,666,322 shares of the Company's common stock, the repurchase of 2,051,017 shares of the Company's series A convertible preferred stock, and to settle certain claims. Also in connection with the closing, certain related party stockholder notes were converted to 3,731,343 shares of series D-2 preferred stock (the Series D-2). Any notes or accrued interest not paid in cash or converted into Series D-2 were forgiven by the related party note holders at closing and all common warrants were canceled. Also in connection with the issuance of series D-1 and D-2 preferred stock, the Company's existing line of credit facility with a bank is being renegotiated under a new line of credit facility with the same bank. Terms and conditions under the new line of credit facility have yet to be finalized. • 33 2f • Acce1a 4 Functional and Technical Requirements Please see the following pages for Exhibit 1A. • • • (0 2015 Acnelo.Inc All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 21 of 35 • ,, ,. 1 1 i 1 , .,_ 3, 9 I t gp' Pt . g1; g B Z Pfl t -= ot In ft, o pii Di PH i e_ it I Rm 5 Y k *a. H 41242.9111—fEi . 4 41 /Is lir !III! 0 > a a o v = ° =Q C K C r L a a a V & 2 2 i g hs L W Iii dii 5 • e P fl!i H _ I 1 113 m Ali fq E a NI b°,9 € w a €§ r A .. il i i� m ggs O Y _ II j!P o Eli • Ion E 9s>2 a 3 ill 211 I , | | | ! $ 1 1 i i 1111 Iil� i8I -!: " 1111 10 ; nil 2! e%i § $ ` I !§ ` E ■$ §7f !| &� ll�� ". ■ §| !! $' I§$ i! @||i ■ Et! I! -'|# 0 _ - _ _ ` - ` ` . . . . . cc cc • ■ ■ ■ ■ ■ & ■ ■ §| « it= li! 1 2 ; ii 1 0 {� 1111 ��u pi e - !b ©1 | lk1 h ! ■ § $f7 g/7� it i43 k ■ ■ , - fe |\i » �2 k £ ! I$ !Ili , | n .3 ! -8 I1g `tg! t !`1 j \ e !2 i` l ikt` iflu ` !§ !E fi ill! $ LP 43 6 ``! !t»I t�1 ■ II il kF fm q II `| � I ii . ` k k2� f�f ! {k Ti | ! ! }!l kl%/ P- 2 !§i 21T ! T fl • 1 s a I g I 2 gV 8 I' H 10 i s . S igi g.tt i 911 11/21 iii lie E' of g I: it it 111!! IF 1 g I - 1,R. psi l! 5 F o gEP' H Al mil g3ig: RI i211 4" 1 . 9H1111ii IillI .- .- o • K K K K K C K o w n 2 E c & E & U y e d ii E ,X ml c p . ric 14s1 x4,1 111 jq c o • p I 14 WI 111 3 .11-111/1; " fig: $2g Iii €! 84'! gE lift 'Pi lagqiii tilti g2 UI Ilig ila Ili, i- 1 � i!E1y11 gilEgg li it vg � VI ill dil dig yg' E1g 3 >1 $ t • • 1 I 1 .t 0 g ° a 1 F` °E 8 E P Ag111 1'1 t All igl LH 14 Mt it, 111 L111 Ili gli ift ijl I$€ i ill n l gig F§ gig 11 1 1 t9 s F 2 / ° Illi HI ifli 4i1 Pia il t o1" ;Ili€ iiiii • .. _ 0 _ - O O O O O E11 € l it W r : - 1/4 Oil ' 1 ig 1 ill! ;g1 i' 2 IO il l I b a5 VgN s dh; g !fa 8 IV tRgE r':.1 - 1 ials g i-k gl- 1 30 _Ilil N II Pg--1 o �qi s�I U if! 1 ht 1 7! 1 ;IR IF01. 1.2 0! .F- 1 '; i 0 jil ilil i . 1-eg koi iii !I Ili i1's E5 glN . 111 i g tt i Iii lid . • 1 g a 1 $ - III it '_ . 1 1s 1 t li Iiii 111 1 $11 ii g ?111 i -m 111 .11 I 11$ 111111 ill 1111 11 H€ gig 8-c s PI ' 2.2..%1 P I{jkIItij fig G o - - • e o K C K O O 8 8 V O O i1i ti_ En till g 6 ELL 1 1 i g 4 !ill Ne ill ii i o _ yll Ram $ ; S g o i- r7 -g Pte' ii O re9 4.tfE m K io Yo C = u o=a I III ( I F r i ill. ill ntl . 2 "1'211 • a Eli a° a fi 11 III ggi fi n 11;1 IIH El 1 flit i fill oog M w illf1 ,11111t- t. 11 15§ • T. T re re 0 8 Y� a FW I ji :Hi Ile 2171 s� m g E 2 ! 111 0 el dg aZ a s �0 1mgi t m� Ill • Ell E11 III 1111 lid' • I i �a E igl g if IT 151 ell' PI Ili! I WI erg g�� qth L i°1 14 X111 as saftiv it _• • cc cc C 0 a a 3 R LE; �1 ! Lh fli ifh illif IA !! 1C a 8] E fig ; 5 0 a o �21, E� g� H E in!! 1"1 a iEE i b g"� Eij E i'�s$ owl • Iii; l v tia I I • Acceta 5 Cost • Provide the proposer's typical hourly rate sheet in the event the County may deem it necessary to make modifications to the software in the future. This rate sheet will be included in the final contract;however, will not be used in calculating the preliminary scores. Positions may include,but are not limited to: Project manager(on-site and remote) Systems analyst Trainer Accela will provide the County with unlimited training and project management. If the County wishes to have onsite training,we charge$1,500/day plus travel expenses. If the County wishes to have custom development services,we would need to scope out the potential project prior to providing pricing. We do not have a typical hourly rate sheet as most of our services are included in the subscription pricing. Item Description Response • 1. Identify the software license cost for three hundred(300) $24,480.00/year concurrent users for Year 1 (from production start-up Accela Agenda through the end of the first and Minutes year). Legislative Management Solution Unlimited concurrent users. 2. Identify the unit cost for each additional concurrent users over No additional cost three hundred(300)for Year 1 for additional (from production startup through the end of the first users. year). Unlimited concurrent users. 3. Identify the cost for data storage Unlimited cloud per gigabyte per year Include storage. any additional costs associated with exceeding storage caps Oh 2015 Accola.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 23 of 35 Accela • 4. Identify the cost for version Version upgrades upgrades are included in annual cost. 5. Identify the lump sum Professional professional service fees for the services, implementation,training, implementation, change management,project online training, management,integration,report change development,and any other management, related services(including project subcontractors or third party management,and services). report development are included in the service. Data conversion of existing data is also included. 6. Identify costs for data exports to No additional standard formats charge. 7. Identify travel expenses or any All training will other miscellaneous fees in the be completed implementation of this project. online. (Note: the County will only pay If the County travel expenses according to the State of Florida travel chooses to have reimbursement schedule). training onsite we offer onsite training for $1,500/day plus travel expenses. 8. Identify any hardware costs No hardware associated with the costs associated. implementation of this scope of work. 9. Identify any network bandwith Unlimited fees or caps. Include any bandwidth. additional costs associated with exceeding bandwidth caps 10. Identify other associated fees Not applicable. (enumerate the fee schedule and • fit 2015 Accela.Inc.All ngrgs reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 24 of 35 Acceta • include the total in the space to the right Subtotal(add items 1,2,3,4,5,6,7,8,9, and 10 which indicates the total costs for $24,480.00 Year 1 from production start date) 11. Identify annual software $24,480.00/year operations,maintenance and Unlimited license fees for three hundred concurrent users (300)concurrent users for years two(2),three(3)four(4)and (Year 2) five(5). $24,480.00/year Unlimited concurrent users (Year 3) $24,480.00/year Unlimited concurrent users • (Year 4) $24,480.00/year Unlimited concurrent users (Year 5) TOTAL COST OF OWNERNSHIP(add subtotals(1—10)with item 11 above to $124,000.00 achieve the overall TOTAL COST OF OWNERSHIP) • 2015 Accela,Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 25 of 35 Acceta • (this page intentionally left blank) • • E8 2015 Accela.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 26 of 35 • ,/ Accela 6 References Please see the following pages for required reference forms. • • • sn 2015 Accela Inc All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 27 of 35 Cor Courrty • Reference Questionnaire Purchasing Solicitation: 15-6431 BCC Agenda Software Replacement Reference Questionnaire for: Accela Inc. (Name of Company Requesting Reference Information) Mike Lyons (Name of Individuals Requesting Reference Information) Name:Sarah Gargiulo Agency:Westchester County Board of Legislators (Evaluator completing reference questionnaire) (Evaluator's Company completing reference) Email:seol Rwestchestergov.com FAX: Telephone:914-995-8319 Collier County is requesting reference information on firms or their key personnel to be used in the selection of a firm to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10,with 10 representing that you were very satisifed(and would hire the firm/individual again)and 1 representing that you were very unsatisfied(and would never hire the firmrndivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored"0." Name of Project Completed by Firm: Project Description: Implement and maintain Meeting Management Meeting Management System System allowing the Board to provide full transparency through open documents and video. Project Start Date(from Notice to Project End Date (2 weeks past Total Number of Days(over ID Proceed)2007 implementation)ongoing Schedule) Initial Project Budget Final Project Budget Overbudget Number of Change Orders Based on Number of Change Orders(Based on Additional Days Added) Dollars Provide additional description of change in time or budget: Item Criteria Score 1 Ability to manage the project costs(minimize change orders to scope). 10 2 Ability to maintain project schedule(complete on-time or early). 10 3 Quality of work. 8 4 Quality of consultative advice provided on the project. 8 5 Professionalism and ability to manage personnel. 10 6 Close out project process(final product turnover; invoices; manuals or 10 going forward documentation, etc.) 7 Ability to verbally communicate and document information clearly and 10 succinctly. 8 Abiltity to manage risks and unexpected project circumstances. 10 9 Ability to follow agency's policies, procedures, rules, regulations, etc. 8 10 Overall comfort level with hiring the company in the future(customer 8 satisfaction). TOTAL SCORE OF ALL ITEMS 92 Please FAX this completed survey to: By 4111 • Co y Reference Questionnaire s : m Solicitation: 15-6431 BCC Agenda Software Replacement Reference Questionnaire for: Accela (Name of Company Requesting Reference Information) Mike Lyons (Name of Individuals Requesting Reference Information) Name: Shane De Witt Agency: St. Lucie County (Evaluator completing reference questionnaire) (Evaluator's Company completing reference) Email:dewitts @stlucieco.org FAX: N/A Telephone:(772)462-1869 Collier County is requesting reference information on firms or their key personnel to be used in the selection of a has listed you as a client for which h perform this project.y The Name worrk. Company lea eacomple a the survey. Pleases to each criteria to the best of which they have previously performed your knowledge on a scale of 1 to 10,with 10 representing that you were very satisifed(and would hire the firm/individual again)and 1 representing that you were very unsatisfied(and would never hire the firmfindivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored"0." Name of Project Completed by Firm: Project De and Video On Demand Agenda and workflow with Minute Traq Project Start Date(from Notice to Project End Date(2 weeks past Total Number er of Days(over • Proceed) 2007 implementation)On going Schedule) Initial Project Budget$25,000 Final Project Budget Number of Change Orders Based on Number of Change Orders (Based on Additional Days Added) None Dollars None Provide additional description of change in time or budget: N?A Item Criteria Score 1 Ability to manage the project costs(minimize change orders to scope). 10 2 Ability to maintain project schedule (complete on-time or early). 10 3 Quality of work. 10 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 10 6 Close out project process(final product turnover; invoices; manuals or going forward documentation, etc.) 10 7 Ability to verbally communicate and document information clearly and succinctly. 8 Abiltity to manage risks and unexpected project circumstances. 8 8 9 Ability to follow agency's policies, procedures, rules, regulations, etc. 10 10 Overall comfort level with hiring the company in the future (customer satisfaction). TOTAL SCORE OF ALL ITEMS Please FAX this completed survey to: By 1111 Purchasing Reference Questionnaire Solicitation: 15-6431 BCC Agenda Software Replacement Reference Questionnaire for: Accela Inc. (Name of Company Requesting Reference Information) Lee Pappas (Name of Individuals Requesting Reference Information) Daniele Reitsma Name: Agency: Milddlesex County (Evaluator completing reference questionnaire) (Evaluator's Company completing reference) Email: FAX: 732-745-3110 Telephone: 732-745-3081 daniele.reitsma @co.m iddlesex.nj.0 s Collier County is requesting reference information on firms or their key personnel to be used in the selection of a firm to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10,with 10 representing that you were very satisifed(and would hire the firm/individual again)and 1 representing that you were very unsatisfied(and would never hire the firmfindivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored'0." Name of Project Completed by Firm: Project Description Implenting a management system for Meeting Management System Freeholder Meetings to produce agendas, minutes, etc. Project Start Date(from Notice to - Project End Date(2 weeks past Total Number of Days (over Proceed) implementation) Schedule) Initial Project Bud.et Final Project Buds et Overbud•et Number of Change Orders Based on Number of Change Orders (Based on Additional Days Added) Dollars Provide additional description of change in time or budget: Item Criteria 1 Ability to manage the project costs(minimize change orders to scope). Score 2 Abilit to maintain •ro'ect schedule corplete on-time or earl . 8 3 Quality of work. 9 4 Quality of consultative advice provided on the project. 10 5 Professionalism and ability to manage personnel. 6 Close out project process(final product turnover; invoices; manuals or 10 10 going forward documentation, etc.) 7 Ability to verbally communicate and document information clearly and 9 succinctly. 8 Abiltity to manage risks and unexpected project circumstances. 8 9 Ability to follow agency's policies, procedures, rules, regulations, etc. 10 10 Overall comfort level with hiring the company in the future(customer 10 satisfaction). TOTAL SCORE OF ALL ITEMS 92 Please FAX this completed survey to: By • 7 Acceta • 7 Local Vendor Preference Accela is not claiming status as a local business. • • A'2015 Assets,Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 28 of 35 Accela • (this page intentionally left blank) • • 6r 2015 AcCele.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 29 of 35 Acce1a 8 Required Form Submittals Please see the following pages for all required form submittals. 512015 Accela.Inc.All righls reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 30 of 35 Colter County Administrative Services Department Procurement Services Division Attachment 2: Vendor Check List IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces indicated and return with your Proposal. Vendor should check off each of the following items as the necessary action is completed: sir The Proposal has been signed. All applicable forms have been signed and included, along with licenses to complete the requirements of the project. 1-1 Any addenda have been signed and included. The mailing envelope has been addressed to: Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 Attn:Rhonda Cummings, CPPB, Procurement Strategist 9f The mailing envelope must be sealed and marked with Solicitation 15-6431 BCC Agenda Software Replacement and June 3, 2015. • gThe Proposal will be mailed or delivered in time to be received no later than the specified due date and time. (Otherwise Proposal cannot be considered.) it If submitting a manual bid, include any addenda (initialed and dated noting understanding and receipt). If submitting bid electronically, bidder will need to download all related documents on www.colliergov.net/bid. The system will date and time stamp when the addendum files were downloaded. ALL COURIER-DELIVERED PROPOSALS MUST HAVE THE RFP NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET. Name of Firm: Accela Inc. Address: 2633 Camino Ramon,Suite 500 City, State, Zip: San Ramon,CA 94583 Telephone: 925-659-3247 Email: jmunoz• accela.com _ Representative Signature: Representative Name: J i. D.Munoz Date S/70/901 S • 15-6431 BCC Agenda Software Replacement RFP_Non_CCNATemplate 01152015 42 Coder County • Administrative services Department Procurement Services Division Attachment 3: Conflict of Interest Affidavit By the signature below, the firm (employees, officers and/or agents)certifies, and hereby discloses, that, to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity(financial, contractual, organizational, or otherwise)which relates to the proposed work; and bear on whether the firm (employees, officers and/or agents) has a possible conflict have been fully disclosed. Additionally, the firm (employees, officers and/or agents)agrees to immediately notify in writing the Procurement Director, or designee, if any actual or potential conflict of interest arises during the contract and/or project duration. Firm: Accela,Inc. Signature and Date: 20 M p.• 2.o 15 Print Name ian D.Munoz Title of Signatory Vice President • State of County of SUBSCRIBED AND SWORN to before me this day of 20 by , who is personally known to me to be the for the Firm, OR who produced the following identification Notary Pub ommission Expires .4k CjVCLekt..el CA JU • 15-6431 BCC Agenda Software Replacement RFP_Non_CC NATemplate_01152015 43 • CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE§8202 ISSee Attached Document (Notary to cross out lines 1-6 below) O See Statement Below(Lines 1-6 to be completed only by document signer[s],not Notary) 6 Signature of Document Signer No. 1 Signature of Document Signer No. 2(if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California L Subscribed and sworn to (or affirmed) before me • County of �0l"I 1"C� 1/-b5'i L ck- f on this day of 1 '`.Q9r , 20 15 by `� `Date Month Year (1) .A(.0.e■ /n tV\ t\ Y r lL low (and (2) ), Name(s)of Signer(s) ,�,�,y proved to me on the basis of satisfactory evidence SCOTT CASSEL It to be the person(s) who appeared before me. Commission•2040064 r f <■;, .11 Notary Public-Cantornia —�#� C.61,4_4,t),vr zy� Contra Costa Cty Signature i I Expires 5oune 1,2017 Signature of Notary Public Seal Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s)Other Than Named Above: • ©2014 National Notary Association•www.NationalNotary.org•1-800-US NOTARY(1-800-876-6827) Item#5910 • • • r t?ire"'r ;��, Al • Cater County Administrative Services Department Procurement Services Division Attachment 4: Vendor Declaration Statement BOARD OF COUNTY COMMISSIONERS Collier County Government Complex Naples, Florida 34112 RE: Solicitation: 15-6431 BCC Agenda Software Replacement Dear Commissioners: The undersigned, as Vendor declares that this proposal is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith,without collusion or fraud. The Vendor agrees, if this proposal is accepted, to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County,for the performance of all requirements to which the proposal pertains. The Vendor states that the proposal is based upon the proposal documents listed by Solicitation: 15-6431 BCC Agenda Software Replacement. • (Proposal Continued on Next Page) • 15-6431 BCC Agenda Software Replacement RFP_Non_CC NATem plate_01152015 44 PROPOSAL CONTINUED IN WITNESS WHEREOF,WE have hereunto subscribed our names on this 2° day of 1-111W ,2015 in the County of CON T;A Go STA, in the State of c-AN+-►P- +.t t Firm's Legal Name: Accela Inc. Address: 2633 Camino Ramon, Suite 500 City, State,Zip Code: San Ramon,CA 94583 Florida Certificate of F01000003163 Authority Document Number: Federal Tax Identification 94-2767678 Number CCR#or CAGE Code Telephone: 925-659-3200 FAX: 925-659-3201 Signature by: Julian D.Munoz (Typed and written) Title: Vice President Additional Contact Information Send payments to: (required If different from above) Company name used as payee Contact name: • Title: Address: City,State,ZIP Telephone: FAX: Email: Office servicing Collier County to place orders (required If different from above) Contact name: Title: Address: City,State,ZIP Telephone: Email 15-6431 BCC Agenda Software Replacement • RFP_Non_CCNATem plate_01152015 45 Coder County • Administrative Services Department Procurement Services Division Attachment 5: Immigration Affidavit Certification Solicitation: 15-6431 BCC Agenda Software Replacement This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's)and Request for Proposals(RFP)submittals, Further,Vendors/Bidders are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the vendor's/bidder's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verifv program,may deem the Vendor I Bidder's proposal as non-responsive. Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien workers,constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e)Section 274A(e)of the Immigration and Nationality Act("INA"). Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A(e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e)of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws(specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Vendor's/Bidder's proposal. Company Name Accela Inc, Print Name Julian D.Munoz Title Vice President Signature Date 5/20/2015 State of County of The foregoing instrument was signed and acknowledged before me this •ay of 20_,by who has produced as identification. (Print or Type Name) (T •- . dentification and Number) Notary Public Signature Printed Name of Notary Pu. Notary Commi Number/Expiration Th- : 'nee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein,the truth and accuracy this affidavit to interrogatories hereinafter made. �e a e rt • 15-6431 BCC Agenda Software Replacement RFP Non_CCNATemplate_01152015 47 • CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE§8202 Q• :�. : . . : . . . . , . . , , : e.cam-.�, : : .�. ee . : c <�.�.�. : :�r-.�.!:<i-&: . e: . cr-.�: .:. ee Attached Document (Notary to cross out lines 1-6 below) ❑See Statement Below(Lines 1-6 to be completed only by document signer[s],not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2(if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California Subscribed and sworn to (or affirmed) before me • County of i n� on this day of "'7 , 20 by Date Month Year (1) t.)\ ç) 1 ill I��I VYI,o (and (2) ). Name(s)of Signer(s) proved to me on the basis of satisfactory evidence CASSEIto be the persons) who appeared before me. _ Commission#204b0� Notary Pubik-CalNo 3�' Contra Costa County Signature MY Comm.Expires S�t,2017 Signature of Notary Public Seal Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: • Number of Pages: Signer(s)Other Than Named Above: ©2014 National Notary Association•www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5910 • • h_Qi rL 't .. c • Coker County Administrative Services Department • Procurement services Division Attachment 6: Vendor Substitute W—9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County(including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. 1. General Information(provide all information) Taxpayer Name Accela Inc. (as shown on income fax return) Business Name (if different from taxpayer name) Address 2633 Camino Ramon.Suite 500 City San Ramon State CA Zip 94583 Telephone 975-6159-3700 FAX 925-659-3201 Email jmnnoz @arcela cnm Order Information Remit I Payment Information • Address 2633 Camino Ramon.Suite 500 Address 2633 Camino Ramon, Suite 500 City San RamonState CA Zip 94583 City San Ramon State CA Zip 94583 FAX 925-659-3201 FAX 925-659-3201 Email jmunoz @accela.com Email accountsreceivable @accela.com 2. Company Status(check only one) _Individual/Sole Proprietor ___Corporation ,Partnership _Tax Exempt(Federal income tax-exempt entity _Limited Liability Company under Internal Revenue Service guidelines IRC 501 (c)3) Enter the tax classification (D=Disregarded Entity, C=Corporation,P=Partnership) 3. Taxpayer Identification Number(for tax reporting purposes only) Federal Tax Identification Number(TIN) 94-2767678 (Vendors who do not have a TIN,will be required to provide a social security number prior to an award of the contract.) 4. Sign and Date Form • Certification:Under penalties of perjury, I certify that the information shown on this form is correct to my knowledge. 15-6431 BCC Agenda Software Replacement RFP_Non_CCNATemplate_01152015 48 Company ID Number: 34123 INFORMATION REQUIRED FOR THE E-VERIFY PROGRAM Information relating to your Company: Company Name: Accela Company Facility Address: 2633 Camino Ramon Bldg.3,Suite 120 San Ramon,CA 94583 Company Alternate Address: County or Parish: CONTRA COSTA Employer Identification Number: 942767678 North American Industry Classification Systems Code: 541512 Parent Company: 100 to Number of Employees: 499 Number of Sites Verified for: 1 Are you verifying for more than 1 site? If yes,please provide the number of sites verified for in each State. • CALIFORNIA 1 site(s) Information relating to the Program Administrator(s)for your Company on policy questions or operational problems: Name: Blengino Claudia Telephone Number: (925)659-3293 Fax Number: (925)860-2727 E-mail Address: ceengino@accela.com Name: Nickie Acevedo Telephone Number: (559)627-1959 ext.170 Fax Number: (559)553-8888 E-mail Address: nacevedo @accela.com Company ID Number: 34123 USCIS Verification Division Name(Please type or print) Title Electronically Signed 10/02/2006 Signature Date Company ID Number: 34123 ."t. .,.ES [.R ' P."OGRA'+. lM.F'LOY'' E...N'l MEMORANDUM OF DING ARTICLE I PURPOSE AND AUTHORITY This Memorandum of Understanding (MOU) sets forth the points of agreement between the Social Security Administration (SSA),the Department of Homeland Security (DHS) and Accela (Employer) regarding the Employer's participation in the Employment Eligibility Verification Program(E-Verify). E-Verify is a program in which the employment eligibility of all newly hired employees will be confirmed after the Employment Eligibility Verification Form (Form I-9) has been completed. Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA),Pub. L. 104-208, 110 Stat. 3009, as amended(8 U.S.C. § 1324a note). ARTICLE H FUNCTIONS TO BE PERFORMED A. RESPONSIBILITIES OF THE SSA 1. Upon completion of the Form 1-9 by the employee and the Employer, and provided the Employer complies with the requirements of this MOU, SSA agrees to provide the Employer with available information that allows the Employer to confirm the accuracy of Social Security Numbers provided by all newly hired employees and the employment authorization of U.S. citizens. 2. The SSA agrees to provide to the Employer appropriate assistance with operational problems that may arise during the Employer's participation in the E-Verify program. The SSA agrees to provide the Employer with names, titles, addresses, and telephone numbers of SSA representatives to be contacted during the E-Verify process. 3. The SSA agrees to safeguard the information provided by the Employer through the E- Verify program procedures, and to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security Numbers and for evaluation of the E-Verify program or such other persons or entities who may be authorized by the SSA as governed by the Privacy Act(5 U.S.C. § 552a),the Social Security Act(42 U.S.C. 1306(a)), and SSA regulations(20 CFR Part 401). 4. SSA agrees to establish a means of automated verification that is designed (in conjunction with DHS's automated system if necessary) to provide confirmation or tentative nonconfirmation of U.S. citizens' employment eligibility and accuracy of SSA records for both citizens and aliens within 3 Federal Government work days of the initial inquiry. Company ID Number: 34123 5. SSA agrees to establish a means of secondary verification (including updating SSA records as may be necessary) for employees who contest SSA tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of U.S. citizens' employment eligibility and accuracy of SSA records for both citizens and aliens within 10 Federal Government work days of the date of referral to SSA, unless SSA determines that more than 10 days may be necessary.In such cases, SSA will provide additional verification instructions. B. RESPONSIBILITIES OF THE DEPARTMENT OF HOMELAND SECURITY 1. Upon completion of the Form I-9 by the employee and the Employer and after SSA verifies the accuracy of SSA records for aliens through E-Verify, DHS agrees to provide the Employer access to selected data from DHS's database to enable the Employer to conduct: • Automated verification checks on newly hired alien employees by electronic means,and • Photo verification checks(when available)on newly hired alien employees. 2. DHS agrees to provide to the Employer appropriate assistance with operational problems that may arise during the Employer's participation in the E-Verify program. DHS agrees to provide the Employer names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3. DHS agrees to provide to the Employer a manual (the E-Verify Manual) containing instructions on E-Verify policies, procedures and requirements for both SSA and DHS, including restrictions on the use of E-Verify..DHS agrees to provide training materials on E-Verify. 4. DHS agrees to provide to the Employer a notice, which indicates the Employer's participation in the E-Verify program. DHS also agrees to provide to the Employer anti- discrimination notices issued by the Office of Special Counsel for Immigration-Related Unfair Employment Practices(OSC),Civil Rights Division, and U.S.Department of Justice. 5. DHS agrees to issue the Employer a user identification number and password that permits the Employer to verify information provided by alien employees,with DHS's database. 6. DHS agrees to safeguard the information provided to DHS by the Employer, and to limit access to such information to individuals responsible for the verification of alien employment eligibility and for evaluation of the E-Verify program, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security Numbers and employment eligibility, to enforce the Immigration and Nationality Act and federal criminal laws,and to ensure accurate wage reports to the SSA. 7. DHS agrees to establish a means of automated verification that is designed (in conjunction with SSA verification procedures) to provide confirmation or tentative nonconfirmation of employees' employment eligibility within 3 Federal Government work days of the initial inquiry. Company ID Number: 34123 8. DHS agrees to establish a means of secondary verification (including updating DHS records as may be necessary) for employees who contest DHS tentative nonconfirmations and photo non-match tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary.In such cases,DHS will provide additional verification instructions. C. RESPONSIBILITIES OF THE EMPLOYER 1. The Employer agrees to display the notices supplied by DHS in a prominent place that is clearly visible to prospective employees. 2. The Employer agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the Employer representatives to be contacted regarding E-Verify. 3. The Employer agrees to become familiar with and comply with the E-Verify Manual. 4. The Employer agrees that any Employer Representative who will perform employment verification queries will complete the E-Verify Tutorial before that individual initiates any queries. A. The employer agrees that all employer representatives will take the refresher tutorials initiated by the E-Verify program as a condition of continued use of E- Verify. B. Failure to complete a refresher tutorial will prevent the employer from continued use of the program. 5. The Employer agrees to comply with established Form I-9 procedures, with two exceptions: • If an employee presents a"List B" identity document,the Employer agrees to only accept "List B" documents that contain a photo. (List B documents identified in 8 C.F.R. § 274a.2(b)(1)(B))can be presented during the Form I-9 process to establish identity). • If an employee presents a DHS Form 1-551 (Permanent Resident Card) or Form I-766 (Employment Authorization Document) to complete the Form I-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form I-9. The employer will use the photocopy to verify the photo and to assist the Department with its review of photo non-matches that are contested by employees. Note that employees retain the right to present any List A, or List B and List C,documentation to complete the Form I-9. DHS may in the future designate other documents that activate the photo screening tool. 6. The Employer understands that participation in E-Verify does not exempt the Employer from the responsibility to complete,retain,and make available for inspection Forms I-9 that relate to its employees, or from other requirements of applicable regulations or laws, except for the following modified requirements applicable by reason of the Employer's participation in E- Verify: (1) identity documents must have photos, as described in paragraph 5 above; (2) a Company ID Number: 34123 rebuttable presumption is established that the Employer has not violated section 274A(a)(1XA)of the Immigration and Nationality Act (INA) with respect to the hiring of any individual if it obtains confirmation of the identity and employment eligibility of the individual in compliance with the terms and conditions of E-Verify ; (3) the Employer must notify DHS if it continues to employ any employee after receiving a final nonconfirmation, and is subject to a civil money penalty between $500 and $1,000 for each failure to notify DHS of continued employment following a final nonconfirmation; (4)the Employer is subject to a rebuttable presumption that it has knowingly employed an unauthorized alien in violation of section 274A(a)(1)(A) if the Employer continues to employ any employee after receiving a final nonconfirmation; and (5) no person or entity participating in E-Verify is civilly or criminally liable under any law for any action taken in good faith on information provided through the confirmation system. DHS reserves the right to conduct Form I-9 compliance inspections during the course of E-Verify, as well as to conduct any other enforcement activity authorized by law. 7. The Employer agrees to initiate E-Verify verification procedures within 3 Employer business days after each employee has been hired(but after both sections 1 and 2 of the Form I-9 have been completed),and to complete as many(but only as many)steps of the E-Verify process as are necessary according to the E-Verify Manual. The Employer is prohibited from initiating verification procedures before the employee has been hired and the Form 1-9 completed. If the automated system to be queried is temporarily unavailable, the 3-day time period is extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. In all cases, the Employer must use the SSA verification procedures first, and use DHS verification procedures and photo screening tool only after the the SSA verification response has been given. 8. The Employer agrees not to use E-Verify procedures for pre-employment screening of job applicants, support for any unlawful employment practice, or any other use not authorized by this MOU. The Employer must use E-Verify for all new employees and will not verify only certain employees selectively. The Employer agrees not to use E-Verify procedures for re- verification, or for employees hired before the date this MOU is in effect. The Employer understands that if the Employer uses E-Verify procedures for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and the immediate termination of its access to SSA and DHS information pursuant to this MOU. 9. The Employer agrees to follow appropriate procedures (see Article III.B. below) regarding tentative nonconfirmations, including notifying employees of the finding, providing written referral instructions to employees, allowing employees to contest the finding, and not taking adverse action against employees if they choose to contest the finding. Further, when employees contest a tentative nonconfirmation based upon a photo non-match, the Employer is required to take affirmative steps (see Article III.B. below) to contact DHS with information necessary to resolve the challenge. 10. The Employer agrees not to take any adverse action against an employee based upon the employee's employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge(as defined in 8 C.F.R. § 274a.1 (1))that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS automated verification to verify work authorization,a tentative nonconfirmation,or the finding of Company ID Number: 34123 a photo non-match, does not mean, and should not be interpreted as, an indication that the employee is not work authorized.In any of the cases listed above,the employee must be provided the opportunity to contest the finding, and if he or she does so, may not be terminated or suffer any adverse employment consequences until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo non-match, then the Employer can find the employee is not work authorized and take the appropriate action. 11. The Employer agrees to comply with section 274B of the INA by not discriminating unlawfully against any individual in hiring, firing, or recruitment or referral practices because of his or her national origin or,in the case of a protected individual as defined in section 274B(a)(3) of the INA, because of his or her citizenship status. The Employer understands that such illegal practices can include selective verification or use of E-Verify, discharging or refusing to hire eligible employees because they appear or sound "foreign", and premature termination of employees based upon tentative nonconfirmations, and that any violation of the unfair immigration-related employment practices provisions of the INA could subject the Employer to civil penalties pursuant to section 274B of the INA and the termination of its participation in E- Verify. If the Employer has any questions relating to the anti-discrimination provision, it should contact OSC at 1-800-255-7688 or 1-800-237-2515 (TDD). 12. The Employer agrees to record the case verification number on the employee's Form I-9 or to print the screen containing the case verification number and attach it to the employee's Form 1-9. 13. The Employer agrees that it will use the information it receives from the SSA or DHS pursuant to E-Verify and this MOU only to confirm the employment eligibility of newly-hired employees after completion of the Form I-9. The Employer agrees that it will safeguard this information, and means of access to it(such as PINS and passwords)to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that it is not disseminated to any person other than employees of the Employer who are authorized to perform the Employer's responsibilities under this MOU. 14. The Employer acknowledges that the information which it receives from SSA is governed by the Privacy Act (5 U.S.C. § 552a (i) (1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)), and that any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to criminal penalties. 15. The Employer agrees to allow DHS and SSA, or their authorized agents or designees,to make periodic visits to the Employer for the purpose of reviewing E-Verify -related records, i.e., Forms I-9, SSA Transaction Records, and DHS verification records, which were created during the Employer's participation in the E-Verify Program. In addition, for the purpose of evaluating E-Verify,the Employer agrees to allow DHS and SSA or their authorized agents or designees,to interview it regarding its experience with E-Verify,to interview employees hired during E-Verify use concerning their experience with the pilot, and to make employment and E-Verify related records available to DHS and the SSA,or their designated agents or designees. Failure to comply with the terms of this paragraph may lead DHS to terminate the Employer's access to E-Verify. Company ID Number: 34123 ARTICLE III REFERRAL OF INDIVIDUALS TO THE SSA AND THE DEPARTMENT OF HOMELAND SECURITY A. REFERRAL TO THE SSA 1. If the Employer receives a tentative nonconfirmation issued by SSA, the Employer must print the tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the tentative nonconfirmation. 2. The Employer will refer employees to SSA field offices only as directed by the automated system based on a tentative nonconfirmation, and only after the Employer records the case verification number, reviews the input to detect any transaction errors, and determines that the employee contests the tentative nonconfirmation. The Employer will transmit the Social Security Number to SSA for verification again if this review indicates a need to do so. The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 3. If the employee contests an SSA tentative nonconfirmation, the Employer will provide the employee with a referral letter and instruct the employee to visit an SSA office to resolve the discrepancy within 8 Federal Government work days. The Employer will make a second inquiry to the SSA database using E-Verify procedures on the date that is 10 Federal Government work days after the date of the referral in order to obtain confirmation, or final nonconfirmation,unless otherwise instructed by SSA or unless SSA determines that more than 10 days is necessary to resolve the tentative nonconfirmation.. 4. The Employer agrees not to ask the employee to obtain a printout from the Social Security Number database (the Numident) or other written verification of the Social Security Number from the SSA. B. REFERRAL TO THE DEPARTMENT OF HOMELAND SECURITY 1. If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must print the tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the tentative nonconfirmation. 2. If the Employer finds a photo non-match for an alien who provides a document for which the automated system has transmitted a photo, the employer must print the photo non-match tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the finding. 3. The Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation received from DHS automated verification process or when Company ID Number: 34123 the Employer issues a tentative nonconfirmation based upon a photo non-match. The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 4. If the employee contests a tentative nonconfirmation issued by DHS, the Employer will provide the employee with a referral letter and instruct the employee to contact the Department through its toll-free hotline within 8 Federal Government work days. 5. If the employee contests a tentative nonconfirmation based upon a photo non-match, the Employer will provide the employee with a referral letter to DHS. DHS will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. 6. The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo non-match,the Employer will send a copy of the employee's Form I-551 or Form I- 766 to DHS for review by: • Scanning and uploading the document,or • Sending a photocopy of the document by an express mail account(furnished and paid for by DHS). 7. The Employer understands that if it cannot determine whether there is a photo match/non-match, the Employer is required to forward the employee's documentation to DHS by scanning and uploading, or by sending the document as described in the preceding paragraph,and resolving the case as specified by the Immigration Services Verifier at DHS who will determine the photo match or non-match. ARTICLE IV SERVICE PROVISIONS The SSA and DHS will not charge the Employer for verification services performed under this MOU. The Employer is responsible for providing equipment needed to make inquiries. To access the E-Verify System,an Employer will need a personal computer with Internet access. ARTICLE V PARTIES This MOU is effective upon the signature of all parties,and shall continue in effect for as long as the SSA and DHS conduct the E-Verify program unless modified in writing by the mutual consent of all parties, or terminated by any party upon 30 days prior written notice to the others. Any and all system enhancements to the E-Verify program by DHS or SSA, including but not limited to the E-Verify checking against additional data sources and instituting new verification procedures,will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. DHS agrees to train employers on all changes made to E-Verify through the use of mandatory refresher tutorials and updates to the E-Verify manual. Even Company ID Number: 34123 without changes to E-Verify, the Department reserves the right to require employers to take mandatory refresher tutorials. Termination by any party shall terminate the MOU as to all parties. The SSA or DHS may terminate this MOU without prior notice if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Employer, or a failure on the part of the Employer to comply with established procedures or legal requirements. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as they may determine. Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its agencies,officers, or employees, or against the Employer,its agents,officers, or employees. Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the Employer and any other person or entity regarding the applicability of Section 403(d)of IIRI A to any action taken or allegedly taken by the Employer. The employer understands that the fact of its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, Congressional oversight, E-Verify publicity and media inquiries, and responses to inquiries under the Freedom of Information Act(FOIA). The foregoing constitutes the full agreement on this subject between the SSA, DHS, and the Employer. The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Employer and DHS respectively. To be accepted as a participant in E-Verify,you should only sign the Employer's Section of the signature page. If you have any questions, contact E-Verify Operations at 888-464- 4218. Employer Accela Name(Please type or print) Title Signature Date Department of Homeland Security—Verification Division Signature • ' Date 5/25/2015 Title V President Phone Number 925-659-3247 • • 15-6431 BCC Agenda Software Replacements RFP_Non_CCNATemplate_01152015 49 Cooier County Administrative services Department Procurement Services Division Attachment 7: Insurance and Bonding Requirements Insurance/Bond Type Required Limits 1. ®Worker's Statutory Limits of Florida Statutes,Chapter 440 and all Federal Government Compensation Statutory Limits and Requirements 2. ® Employer's Liability $500,000 single limit per occurrence 3. ® Commercial General Bodily Injury and Property Damage Liability(Occurrence Form) patterned after the current $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury ISO form Liability and Property Damage Liability, This shall include Premises and Operations;Independent Contractors;Products and Completed Operations and Contractual Liability 4. ® Indemnification To the maximum extent permitted by Florida law, the ContractorNendor/Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities,damages, losses and costs, including, but not limited to, reasonable attorneys'fees and paralegals'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of the ContractorNendor/Consultant or anyone employed or utilized by the ContractorNendor/Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may • be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 4. ®Automobile Liability $ 1,000,000,Each Occurrence; Bodily Injury&Property Damage, Owned/Non-owned/Hired;Automobile Included 5. ❑ Other insurance as ❑Watercraft $ Per Occurrence noted: ❑ United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Maritime Coverage(Jones Act)shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑Aircraft Liability coverage shall be carried in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. $ Per Occurrence ❑ Pollution $ Per Occurrence ❑ Professional Liability $ Per Occurrence • $ 500,000 each claim and in the aggregate • $1,000,000 each claim and in the aggregate • • $2,000,000 each claim and in the aggregate ❑ Professional Liability $ per claim and in the aggregate • $1,000,000 per claim and in the aggregate • $2,000,000 per claim and in the aggregate • ❑Valuable Papers Insurance $ Per Occurrence 6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds, cashiers'check or an irrevocable letter of credit, a cash bond posted with the County Clerk,or proposal bond in a sum equal to 5%of the cost proposal. All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 7. ❑ Performance and For projects in excess of$200,000, bonds shall be submitted with the Payment Bonds executed contract by Proposers receiving award, and written for 100%of the Contract award amount,the cost borne by the Proposer receiving an award. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however,the surety shall be rated as"A-" or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5%of the reported policy holders'surplus, all as reported in the most current Best Key Rating Guide, published by A.M. Best Company, Inc. of 75 Fulton Street, New York,New York 10038. 8. ® Vendor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Vendor shall provide County with certificates of insurance meeting the required insurance provisions. 9. ® Collier County must be named as"ADDITIONAL INSURED" on the Insurance Certificate for • Commercial General Liability where required. 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. 11. ® Thirty(30) Days Cancellation Notice required. LJB 3/17/2015 Vendor's Insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five(5)days of the award of this solicitation. Name of Firm Accela Inc. Date 5/20/2015 Vendor Signature Print Name Julial1ll, unoz Insurance Agency Marsh Risk&Insurance Services Agent Name Annmarie Torio Telephone Number 408-467-5648 15-6431 BCC Agenda Software Replacement • RF P_Non_CC NATemplate_01152015 51 • 7e►'County Email: RhondaCummings @colliergov.net Administrative Services Division Telephone: (239) 252-8941 Procurement Services FAX: (239) 252-6700 ADDENDUM 1 Memorandum Date: 4/28/2015 From: Rhonda Cummings, CPPB, Procurement Strategist. To: Interested Bidders Subject: Addendum # 1 Solicitation 15-6431 BCC Agenda Software Replacement • The following clarifications are issued as an addendum identifying the following change (s)for the referenced solicitation: REPACE: Attachment 9: TCO Form If you require additional information please post a question on the Online Bidding site or contact me using the above contact information. c: Nike Berrios, Director, IT Division Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. 5/20/2015 (Signature) 41111 Date Accela, Inc. (Name of Firm) III Addendum#1 ITB 15-6401 1 • Co ler County Email: RhondaCummings @colliergov.net Administrative Services Division Telephone: (239) 252-8941 Procurement Services FAX: (239)252-6700 ADDENDUM 2 Memorandum Date: 4/29/2015 From: Rhonda Cummings, CPPB, Procurement Strategist. To: Interested Bidders Subject: Addendum#2 Solicitation 15-6431 BCC Agenda Software Replacement • The following clarifications are issued as an addendum identifying the following change (s)for the referenced solicitation: UPDATE: Conference Call in number to participate in the Pre-Proposal Conference via telephone is 239-252-6010 and the access code is 456789. The Pre-Proposal Conference is May 1, 2015 at 10:00 AM. c: Nike Berrios, Director, IT Division Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. 5/20/2015 (Signature) Date Accela, Inc. (Name of Firm) • Addendum#1 ITB 15-6401 1 • ler County Email: ScottJohnson @colliergov.net Administrative Services Division Telephone: (239)252-8995 Procurement services FAX: (239)252-6588 ADDENDUM 3 Memorandum Date: May 22, 2015 From: Scott D. Johnson, Procurement Manager. To: Interested Proposers Subject: Addendum #3 Solicitation 15-6431 BCC Agenda Software Replacement • The following clarifications are issued as an addendum identifying the following change (s)for the referenced solicitation: • Re-issue the TACS document • Sample of Agenda Item form Q&A: In reference to We are looking to eliminate the two locations we currently have for the public to look up question "Import agenda items. The first application is not in use and is really just flat PDF file which are Agenda Items hyperlinked from the Agenda Coversheet to each item as a separate PDF. You can from the take a look at this here: https://aDDs3.colliernov.net/agenda/We would like these previous two documents to be online and searchable in the new system. The second system is SIRE systems to retire and we would like to just migrate the Published Agenda meeting items to the new those agenda system as well. Currently they are located at https://aclenda.collierdov.net/ software applications". Currently those Agenda's located at https://apps3.collierdov.net/agenda/total 18Gig's Please provide of historical PDF's That's meetings from March 9th, 2004 thru January 11, 2011 for a details on the total of 128 meetings. systems required to be converted? The agenda's hosted at https://aaenda.colliergov.net are currently in SIRE and would - Products and need to be extracted and then imported into the new system. The end goal would be Version -Are that all agenda items from March 9th, 2004 to current and future meetings are in the these products same place, and searchable. • being actively used today? - Addendum#1 ITB 15-6401 1 What type of information will • need to be imported? For example, Meeting documents ONLY; Meeting documents and Backup Material; other Legislative History; etc. -Will the County provide extracted data and documents or is the selected vendor being asked to propose services to extract the data from the other systems?- What is the anticipated volume of • Agenda Items to be imported (number of Items; current storage; number of background documents; etc.) Sections 2 and 3 We currently have a 4 tier workflow in place now. The system of levels is governed by of the following rules, however these are not requirements for the new system which is "FUNCTIONAL why we did not include them in the RFP with the understanding that different systems AND operate differently than what we currently use. TECHNICAL • Approvers within each level will see agenda items simultaneously. REQUIREMENT • Items will not move to the next level until all approvers at the current level have S" provides a approved. description of the • Approvers will not see items in their workflow queue until they have reached the type of Workflow approver's level. functionality the • Once an item leaves a level, it will never go back to prior levels. County is looking • Once an item leaves a level, the way approvers in that level access the item will for in an Agenda change. product but does • Generally speaking, the ability to edit attachments is governed by levels. Those not discuss a in Level 1 have read only access to item attachments; those in Levels 2-4 have specific process edit capability. There are exceptions to this rule, however. For example, Grants flow that the reviewers and division representatives may edit at Level 1. County would • require the selected vendor to provide as • part of the proposed Level One Services in response to the Simultaneous Approvers,Purchasing,Grants,Division Representative,Originator RFP. Can the County please provide an example of a Workflow or a Level Two diagram of a Workflow that Division Administrator,Attorney of Record,Grants,Division Representative,Origina you would like to see in the new system? 1Pir Level Three CAO Final,Office of Management&Budget,Division Representative,Originator Level Four • County Manager's Office,Division Representative,Originator c: Mike Berrios, Director, IT Division Please sign below and return a copy of this Addendum with your submittal for the above referenced solicitation. 5/26/2015 (Signature) Date Accela Inc. (Name of Firm) • Accela • 9 Exceptions to Proposed Terms and Conditions - Collier County, Florida RFP for BCC Agenda Software Replacement Paragraph Exception Proposed Language/Solution (As Noted and NVherever Referenced in the REP) Page 7,Section 5 The warranties and maintenance/support Revise section to state that subscription terms have Maintenance and provided by Vendor run concurrently with a duration of twelve(12)months and are renewed software support paid subscriptions.Subscription terms on an annual basis(unless a multi-year term is commence upon delivery of the services and prepaid). Page 8,Section 10 renew on an annual basis(unless multi-year Warranty term is pre-paid). Vendor provides the following Service Level Agreement``SLA"for its Legislative Management Vendor provides a specific SLA for its product:. Legislative Management software. Technical support is available twenty-four(24) hours per day,seven(7)days per week for the term of this Agreement. Vendor policy requires a response from a support staff member within 60 • minutes which will result(if necessary)in a formal submission of a case#. Customer will be notified of estimated resolution schedule. Vendor's warranty for services is provided Revise duration of warranty for professional for a maximum of 180 days after acceptance services("labor")is 180 days from acceptance. Page 7,Section 7 Project milestones and changes to contract Clarify that project milestones and project calendar System acceptance and price should be mutually agreed upon by shall be mutually agreed upon by County and payment County and Vendor. Vendor. Page 8,Section 7,2nd Vendor takes exception to the requirement of Vendor and County to agree to specific acceptance paragraph "acceptable speed"and requests that criteria for all deliverables in the Statement of acceptance of system performance needs to Work. Page 28,Section 3 be a specifically agreed in acceptance criteria Inspection included in the SOW.Vendor's product(s) will otherwise perform in accordance with their published specifications. Vendor does not agree to specified liquidated Remove references to liquidated damages and damages in advance of contract signing or to compensation for substitute contracts and services. provide compensation for substitute contracts and services.If selected,Vendor will work Clarify that payments for services deliverables may with County to provide alternative rights to be withheld only for contested work,pending address County's concerns and secure resolution. County's interests • 612015 Accela.Inc_All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 32 of 35 Acceta • Vendor agrees to withholding of payments to contested work only,pending resolution. Page 9 Term of Vendor takes exception to limiting the prices Remove requirement. Contract of its products and services to standards in the Consumer Price Index,which do not reflect the specific factors determining Accela's pricing.Vendor solely determines prices,but will negotiate pricing terms with the County. Exhibit III:Collier Vendor agrees to the content of the County's Confirm that any terms on a County PO and draft County Purchase Order Purchase Order Terms and Conditions, that are additional or in conflict with terms of Terms and Conditions pending County's acceptance of Vendor's Contract are invalid. exceptions.Vendor notes that any separate or additional terms and conditions shall be disclaimed. Page 28,Section 2 Changes to terms and conditions after Revise section and replace with language Acceptance and contract signing should be mutually agreed establishing mutual change procedure Confirmation upon. Page 35,Section 8 Payment Method Page 28,Section 5 Time While Vendor will commit to the time period Vendor proposes the following:"County is of the Essence specified in the Statement of Work,County acknowledges that the implementation process delays during the implementation period may described in this Agreement is cooperative in have adverse effects on Vendor's overall nature and that County must complete its work schedule. designated tasks in a timely manner in order for Vendor to proceed with and complete the Professional Services. County delays during the implementation period may have adverse collateral effects on Vendor's overall work schedule. Although Vendor will use its best efforts to immediately resume work following such a delay, County acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by County. County agrees that if additional time is required to complete the Professional Services because of County delays,such time will be charged to County at Vendor's then-current time-and- materials rates" • 02015 Accele.Inc.All rights reserved Collier County,FL RFP#15-6431 Legislative Management Software Page 33 of 35 Accela • Page 29,Section 7 Vendor's software product is not limited to a Vendor offers a one-year warranty from date of Warranties particular purpose and we are unable to purchase against material defects as follows: provide a warranty indicating same. Vendor Vendor will guarantee and warrant that the disclaims any and all express and implied software product offered by Vendor is free of warranties,including but not necessarily material defects and shall operate as provided. limited to warranties of merchantability and within Vendor's published specifications. Vendor fitness for a particular purpose. warrants that it has full power and authority to grant its Software licenses and that the Software does not infringe on any existing intellectual property rights of any third party. Vendor will commence and complete its professional services and maintenance obligations in a good and workmanlike manner,consistent with the practices and standards of care generally-accepted within and expected of Vendor's industry,to ensure that the operation of the maintained software products does not materially differ from documented specifications. Vendor may make repeated efforts within a reasonable time period to resolve maintenance requests. Vendor provides no warranty whatsoever for any third-party hardware or software products.Vendor provides a one year warranty for professional services deliverables, starting from date of acceptance.All professional services are provided"as is"without express or implied warranty of any kind regarding the. • character,function,capabilities,or appropriateness of such services or deliverables. Page 29,Section 9 Vendor requests that it be allowed to publicly. Revise section to indicate that Vendor may disclose Advertising disclose its ongoing business relationship its business relationship with County.However,it with County provided such disclosures do not may not expressly or impliedly indicate County s expressly or impliedly indicate County's endorsement of Vendor's products or services. endorsement of Vendor's products or services without County's prior written authorization. Page 29,Section 10 Vendor is willing to indemnify County only Vendor requires the following indemnification: Indemnification to the extent of its own liability,actions and "Vendor agrees to indemnify,defend,and hold malfeasance. County and its officers,agents,and employees. harmless against any claims,suits,or damages arising out of physical property damage or bodily injury to the extent caused by the negligence or misconduct of Vendor or its employees or agents while the terms and conditions of this agreement remain enforceable." Page 30,Section 15 Assignments made for purposes of financing Add the following language: "Notwithstanding, Assignment or factoring or pursuant to changes in the Vendor may assign its rights and obligations corporate equity structure of Vendor should hereunder for purposes of financing or pursuant to not be subject to prior approval by the corporate transactions involving the sale of all or County,as these do not affect the provision of substantially all of its stock or assets." services by Vendor. Page 30,Section 17 Vendor should be compensated for all work Clarify that Vendor shall be compensated for all Annual Appropriations satisfactorily performed. work satisfactorily performed. • ©2015 Accela,Inc All nghts reseNsd Collier County,FL RFP#15-6431 Legislative Management Software Page 34 of 35 • sermon pto�d�NCCeka dbe Revise es sho°1 demeofbth to both pa��es Section 8 anon licable is Page 34'Method Deters'a'D°. se,teecnninahon s that a Payment Semi°n 18 fi�l'ee a«foc c��d0t t�o�oabe flowed Page 3 ' • n whet i enc• Tenninano conten'pl:Its:d,3o Gays'cate period m ate capable of • n whether . ements mod is Page 36,sec tion 13 a pd ad�ess a ce(s) Termination t.Nith dy a i erica d a lnene as' Remove tefeten edy teto a elsei0p t there is to cite a�T°p°a licable t° oue las<g"ag ode n°�ce f lace incite lss uuce is n°t ao Rem vend0i wi\\9O Ce policies to P ptopettS't aposedby ven of Clarify tha0r berter insurer $ection 1 seNices 4 aced tetentionsriot appt0vns not equa page 32, ,s$elf-� ub}ect to p tetentio insurance V ena°t s ate not s edttns esl aid Ins deductible , business sd V endOt of its ge4uiremen by County enatety for any single to tb.e Aent 'd Bonding apply be °defied ction the rate f�tid Insurance n cannot etnent of any tedu d t fees ba engag ode notice of non- not nt Wi11 the. Requirements o0 dot will ptO cancellatj0n there is ees to disc�n eve ��enhtie et of V met of iiabil +ee coveted`der sa plat ptee V rational Pen d otheS g°vany other°udeo an aidl'y a an in a1 of ins urance P° d by Course fee 4 same type livens te9ua or better e e hold an d the endot is unable add no o the ntt � tth endot lot the sash V fit � on page 33,Sec ed to Other tmeo slot the d a 'Remove references. Of veE,t"tal Entities Governmental ns ttuction, c not Pa 35,Section Environmental Health Refetn�ost ancod p s polpi°�d bs y ax nd sfe) aV pp e!d ca°bt l•e eet Pages 35-36,Section 10 S�OF DOCIJMEI�IT Licenses RFC Pa V ZD�t Accele.\nc. A\\opts reset d • Ft, Sofhxafe Collier 51a ve Management