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HomeMy WebLinkAboutC23-056 AccruentDocuSign Envelope ID: 3E1 1378135-6A63-41 C5-AE9C-1 6AB001 1 DF98 11500 Alterra Pkwy Tel: (512) 861-0726 � � E I T Suite 110 Web: www.accruent.com #Vt. Austin, TX 78758 Unifying The Built Environment Client Name: Eagle County Quote #: Q-258303-1 Project Name: This Statement of Work ("SOW" and "Statement of Work"), issued on January 20, 2023 ("Issue Date"), incorporates by reference and is governed by the terms and conditions of Agreement ("Agreement") dated 4 8 19 between Eagle County ("Client") and Accruent, LLC ("Accruent") , and is effective as of 211512023 ("Statement of Work Effective Date"). When in conflict, the terms of this SOW shall supersede those of the Agreement solely in relation to the Project listed below. Term of Offer Accruent reserves the right to reject this Statement of Work if it is not signed and returned to Accruent, sent to Michael Nieto (michael.nieto@accruent.com), by February 24, 2023. Term of Service Professional Services ordered hereunder will be available to Client for 365 days from Statement of Work Effective Date. After such date any unused portion of the Services defined will be forfeited unless otherwise agreed to by both parties. No forfeiture will occur as long as the parties are diligently working to completion. Services shall not be scheduled or started pursuant to this SOW if Client has an Accounts Receivable balance with Accruent that is more than 30 days delinquent. Client SOW Contact Name: Jan Miller Email: jan.miller@eaglecounty.us Phone:19703288889 The billing will be sent to the following unless information is otherwise provided. Eagle County IT Office 500 Broadway St Eagle, CO 81631 Document Q-258303-1 Page 1 of 7 DocuSign Envelope ID: 3E1 B78B5-6A63-41 C5-AE9C-1 6AB001 1 DF98 USA facinvoices@eagIecounty.us Time and Material Services Service Description I Estimated Days I Estimated Total MC Technical Services 11.00 1 USD 2,640.00 Services to work with a Professional Services Engineer to deliver one or more of the following: API Support, Server Moves, Full Service Integrations, Customer Funded Development, Cloud Migrations, On Premise Migrations, On Premise Upgrade Assistance and Discovery and Feasibility Assessment Time and Materials Estimates TOTAL: I USD 2,640.00 Services Amount Prepaid Amount USD 0.00 Remaining Time & Materials Estimate USD 2,640.00 TOTAL USD 2,640.00 Expenses Type Amount Expense Cap USD 0.00 TOTAL USD 0.00 Summary AMOUNT DUE UPON EXECUTION JUSD 0.00 TOTAL FOR PURCHASE ORDER (if applicable) JUSID 2,640.00 All invoices shall be due within Net 30 days of invoice date. Document Q-258303-1 Page 2 of 7 DocuSign Envelope ID: 3E1 1378135-6A63-41 C5-AE9C-1 6AB001 1 DF98 Defined Terms The Parties agree, with respect to this Statement of Work, as follows: "Business Day" is defined as a period when Accruent and its resources are available to perform Services, and the Accruent premises are open for operations. "Change Control" is defined as the process by which requests for changes in deliverables, responsibilities, resources or Project Schedule are properly recorded, evaluated, distributed and incorporated into the SOW. Change Control process details are outlined below. "Change Order" is defined as a document which captures any and all alterations to this SOW with regard to changes in deliverables, responsibilities, resources, Term Information or Services Fees. "Non -Business Day" is defined as a period when Accruent and its resources are either unavailable, have restricted access to Accruent premises or may not perform Services. Accruent provides the terms of those restrictions under Non -Business Days below. "Notification Period" is defined as the period of time in which the Client must notify Accruent of material non-conformance with Services provided herein. "Party" is defined as Accruent or Client as the context may require, and "Parties" includes both Accruent and Client. "Project" is defined as the collective operations of Accruent and Client resources pursuant to this SOW. "Project Kick -Off" is defined as the date when both Parties become actively engaged in the performance of Services contained herein. Project Kick -Off is signified by attendance of a meeting between stakeholders of both Parties to review the project deliverables, introduce resources and begin coordination of the Project Schedule. "Project Schedule" is defined as a mutually agreed upon document drafted by the Accruent Project Manager and signed by appropriate Client and Accruent representatives. The sign off of this document serves as a prerequisite for the completion of the Plan stage. "Services" is defined as deliverables, resources, responsibilities and/or scope contained herein. 2 Conditions 2.1 Project Schedule If at any time either party does not meet deadlines outlined within the Project Schedule, Parties both agree and acknowledge the following may occur, Project Schedule will be revised to accommodate any delays, and a new, mutually agreed upon schedule will be drafted by the Accruent Project Manager and signed by appropriate Client and Accruent representatives. Change Control process will be initiated. Project will be placed on hold until both parties agree to remove the project from an on hold status. Project resources will be reallocated to other engagements. Document Q-258303-1 Page 3 of 7 DocuSign Envelope ID: 3E1 1378135-6A63-41 C5-AE9C-1 6AB001 1 DF98 Escalation according to the appropriate parties as stipulated in the Governance Model. 2.2 Change Control Process Hereupon, the following will govern the process, by which both Parties may agree, in writing and in advance, to changes of the Services contained herein: During the course of the Project, if Accruent determines or could reasonably determine any Client actions or direction constitute a requirement to perform additional work, not otherwise specified herein, Accruent shall notify Client within 30 days that Client has requested Accruent to perform additional work. Accruent agrees and acknowledges that it waives the right to request reimbursement for work already performed if Accruent fails to notify Client within 30 days of determining or reasonably being able to determine that Client actions or direction constituted a requirement to perform additional work. Accruent will complete a Change Order, utilizing the Pro Forma Change Order, containing the changes to the Project, Project Schedule, deliverables and/or Services Fees contained in this SOW. Client may request up to 10 Business Days to determine whether to execute the Change Order. After the 10 Business Days, the terms of the Change Order may be subject to change depending upon availability of resources, impact to Project Schedule or severity of impact on existing activities. In the event Client chooses to execute the Change Order, Client must sign and return the provided Change Order to their assigned Accruent Project Manager. After execution, both Parties will incorporate the change into the Project. Accruent will update the Project Schedule as necessary, and both Parties will make adjustments as specified in the Change Order. In the event Client chooses not to execute the Change Order, Accruent will continue to perform Services in accordance with this SOW. Neither Party will incorporate any alteration to Project Schedule or Project. 2.3 Travel and Expense Accruent agrees to operate under the following guidelines, with respect to expenses associated with Services contained herein: To provide notice of any requested travel that will occur on a Non -Business Day To present Client with any costs expected prior to securing travel, lodging or otherwise expected expenses prior to the provision of Services at another location. To provide Services via phone, internet, and email or otherwise remotely from the Accruent premises unless otherwise stated herein. To receive Client requests to provide Services at another location, provided both parties have access, knowledge and have previously agreed upon the location. If such a request is made, all actual and reasonable travel, lodging, meals and applicable taxes will be added to the total cost of Services. To calculate travel time as the time between departure from Accruent premises, local airport or home office and arrival at destination address, as determined by both Parties prior to departure, or destination airport. Document Q-258303-1 Page 4 of 7 DocuSign Envelope ID: 3E1 1378135-6A63-41 C5-AE9C-16AB0011 DF98 In the event Client cancels or reschedules any travel with less than 30 days of notice prior to the scheduled travel date, Client is responsible for up to 50% of any additional fees associated with rebooking or cancelling the arrangements. In the event Client cancels or reschedules any travel with less than one week of notice prior to the scheduled travel date, Client is responsible for up to 100% of any additional fees associated with rebooking or cancelling the arrangements. 2.4 Non -Business Days Client agrees and acknowledges that the dates provided are subject to change, and the Accruent Project Manager will notify Client of any dates not specified below. The following provides the conditions for Non - Business Days: A weekend day is any time between 12:00 AM Saturday and 12:00 AM Monday, relative to the respective local time zone of the individual resource(s). A holiday day is any time that the Accruent offices are not open for normal business operations. The standard American holidays which Accruent observes are as follows: New Year's Day (January 1) President's Day (Third Monday in February) Spring Holiday (Friday before Easter) Memorial Day (Last Monday in May) Independence Day (July 4) Labor Day (First Monday in September) Thanksgiving (Fourth Thursday and Friday in November) Christmas Eve (December 24) Christmas Day (December 25) 2.5 Project Close Parties both agree and acknowledge the following: The Notification Period prior to the closure of the project is 10 Business Days from the date that Accruent provides written notice to Client that states the delivery of Services is complete. In the event Client does not provide notice of material non-conformance or request for change during Notification Period, the project will be closed and no additional work will be performed by Accruent pursuant to the Services contained herein. In the event Client does provide notice of material non-conformance or request for change after the expiration of Notification Period, such work shall only be performed under a new contractual arrangement. In the event material non-conformance is identified within the Notification Period, Accruent shall promptly correct such non-conformance, which was due to fault or negligence of Accruent, at no additional cost to Client. Document Q-258303-1 Page 5 of 7 DocuSign Envelope ID: 3E1 1378135-6A63-41 C5-AE9C-1 6AB001 1 DF98 Services and Expense Fees 3.1 Expense Fees Where additional expenses are necessary to perform Services, the following will apply unless otherwise stated herein: 3.1.1 Previously known expenses including airfare, lodging, or employee meals as well as sales, use, or similar (VAT, GST) taxes associated with those expenses are not included in Services Fees above. 3.1.2 Client accepts any actual and reasonable expenses which are not included in the Services Fees above. 3.2 Services Estimate Accruent estimates the Services contained herein to require 1.00 days to be invoiced at the Daily Rate. The total estimate for Services contained herein is USD 2,640.00. 3.3 Daily Rate Accruent shall charge for each Day incurred, pursuant to the Services herein, a rate of USD 2,070.00 per day with technical services at a rate of USD 2,640.00. 3.4 Travel Fees Where travel is required to perform Services, Accruent charges travel at a rate of USD 0.00. Any travel on a Non -Business Day will be charged at a rate of USD 0.00. 4 Invoice Terms Parties both agree and acknowledge the following, regarding invoices for fees resultant of this SOW: 4.1 Prepaid Amount USD 0.00, plus any applicable sales, use, or similar (VAT, GST) tax, will be due immediately and invoiced upon execution of this SOW. 4.2 All fees incurred for Services rendered herein, in excess of the Prepaid Amount stipulated above, will be billed in arrears and invoiced based on Client Billing Information on a monthly basis. 4.3 All actual and reasonable travel, lodging, and living expenses incurred as result of this SOW will be invoiced based on Client Billing Information on a monthly basis. Document Q-258303-1 Page 6 of 7 DocuSign Envelope ID: 3E1B78B5-6A63-41C5-AE9C-16AB0011DF98 Client: Eagle County Accruent, LLC Signature: �ocuSigned by: &A"I AtLksy6w, L9BD8F5E582OA475.- Signature: ocu igne y: %n(L Jq Print Name: 7eff shrol424 l E7sssshr ol Print Name: Alicia Musgrove Title: County Manager Title: Manager, Operations Date: 2/16/2023 Effective Date: 2/15/2023 Accruent requires a PO, send PO to your Accruent representative or customerpo@accruent.com. If you are tax exempt, provide exemption certification to your Accruent representative or salestax@accruent.com. Document Q-258303-1 Page 7 of 7