1st Amendment to Licensing and Maintenance Agreement with Accela, Inc. g0f/— (VT 60 a
FIRST AMENDMENT TO LICENSING AND
MAINTENANCE AGREEMENTS DATED MAY 25,2011
FIRST AMENDMENT (this "Amendment") is made as of the da of
THIS ( ) �
0424V, 2015, to the "Licensing Agreement", executed on May 25, 2011, attached hereto as
Exhibit 1, and the "Maintenance Agreement" attached hereto as Exhibit 2, (collectively
hereinafter referred to as the "Agreements") and by and between CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation of the State of Florida (the "City" or "Customer"), and
ACCELA, INC, a foreign corporation authorized to do business in the state of Florida("Accela").
The City and Accela are each, a"Party", and collectively, the "Parties".
NOW, THEREFORE, in consideration of the mutual covenants and promises of the
parties hereto, and the benefits each is to receive, as well as the sum of ten ($10.00) dollars, the
parties agree as follows:
1. Parties ACCELA CUSTOMER
Accela, Inc. City of Miami Beach, Florida
2633 Camino Ramon, Suite 500 1100 Washington Avenue
Bishop Ranch 3
San Ramon, California 94583 Miami Beach, Florida 33139
Attention: Contracts Administration Attention: Oscar Santiesteban
T: 925.659.3200 T: 305.673.7000 x5881
F: 925.407.2722 F: N/A
e-Mail: contractsadmin @accela.com e-Mail: oscar.santiesteban@miamibeachfl.gov
2. Effective Date .Provided that Customer signs and returns this Amendment to Accela no later
than October 15, 2015, this Amendment is effective as of the date of Customer's signature
("Effective Date").
3. Revision of the License Agreement The following is appended to Section 3.1 of the License
Agreement, dated May 25, 2011, attached hereto as Exhibit 1 (Licensing Agreement): "The
Software purchased through this License Agreement is licensed perpetually; If Customer opts
to terminate any maintenance agreement in connection with the Software, Customer shall
have the right to use in perpetuity the version of the Software that was last utilized by
Customer, subject to the license terms contained herein, when such terminated maintenance
agreement was last effective."
4. Maintenance Agreement The maintenance term described in the maintenance agreement at
Section 2.1, attached hereto as Exhibit 2, between the parties, dated May 25, 2011 (the
"Maintenance Agreement") is amended, and extended for one additional annual term.
Customer may elect to continue its maintenance coverage for additional annual terms by
paying to Accela the fees associated with such terms when these are due; said fees will not
increase by more than ten percent (10%) from the maintenance fees for the preceding term.
Amendment Page 1 of 2
5. Other Terms and Conditions
5.1. Unless specifically amended, modified, or supplemented by this document, all terms and
conditions of prior written agreements between the parties shall remain unchanged and
in full force and effect. The parties expressly disclaim any alternate terms and
conditions accompanying drafts and/or purchase orders issued by Customer.
5.2. If any particular provision of this document is determined to be invalid or unenforceable,
that determination shall not affect the other provisions which shall be construed in all
respects as if the invalid or unenforceable provision were omitted.
5.3. Miscellaneous Provisions.
(a) Ratification. All terms, covenants and conditions of the underlying
agreements, attached hereto as exhibits, not expressly modified herein are
hereby confirmed and ratified and remain in full force and effect.
(b) Conflict. In the event of a conflict between the terms of this Amendment and
the underlying Agreements,the terms of this Amendment shall prevail.
(c) Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall constitute one
and the same instrument.
(d) Facsimile. Facsimile and electronically transmitted copies shall be deemed for
all purposes to be originals.
ACCELA CUSTO, R I
By: By: vi �
Signature Signa e
COM1cil�.s' ji ' V Yl c� Iv
L`N S41 °rod
Print Name Print 1\1: e
Its ASST. COO• S eC.1 `7'�7-Y Its G 1� M�I YtGj e,v-
Title Title
Dated: AlOvgM ? '( Dated: I1 1`+ t‹.
Month, Day, Year Month, Day, Year
END OF DOCUMENT AS TO
APPROVEDNGU GE
FORM &L
&FOR EXECUTION
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City'ttorney Dot
Amendment Page 2 of 2
FIRST AMENDMENT TO LICENSING AND
MAINTENANCE AGREEMENTS DATED MAY 25,2011
the a of
THIS FIRST AMENDMENT (this "Amendment") is made as of th ��
( ) � y
2015, to the "Licensing Agreement", executed on May 25, 2011, attached hereto as
• Exhibit 1, and the "Maintenance Agreement" attached hereto as Exhibit 2, (collectively
hereinafter referred to as the "Agreements") and by and between CITY OF MIAMI BEACH,
FLORIDA, a municipal corporation of the State of Florida (the "City" or "Customer"), and
ACCELA,INC, a foreign corporation authorized to do business in the state of Florida("Accela").
The City and Accela are each,a"Party",and collectively,the"Parties".
NOW, THEREFORE, in consideration of the mutual covenants and promises of the
parties hereto, and the benefits each is to receive, as well as the sum of ten ($10.00) dollars,the
parties agree as follows:
1. Parties ACCELA CUSTOMER
Accela,Inc. City of Miami Beach,Florida
2633 Camino Ramon,Suite 500 1100 Washington Avenue
Bishop Ranch 3
San Ramon,California 94583 Miami Beach,Florida 33139
Attention: Contracts Administration Attention: Oscar Santiesteban
T:925.659.3200 T: 305.673.7000 x5881
F:925.407.2722 F:N/A
e-Mail: contractsadmin @accela.com e-Mail: oscar.santiesteban@miamibeachfl.gov
2. Effective Date Provided that Customer signs and returns this Amendment to Accela no later
than October 15, 2015, this Amendment is effective as of the date of Customer's signature
("Effective Date").
3. Revision of the License Agreement The following is appended to Section 5.1 of the License
Agreement,dated May 25, 2011, attached hereto as Exhibit 1 (Licensing Agreement): "The
Software purchased through this License Agreement is licensed perpetually; If Customer opts
to terminate any maintenance agreement in connection with the Software, Customer shall
have the right to use in perpetuity the version of the Software that was last 'utilized by
Customer, subject to the license terns contained herein, when such terminated maintenance
agreement was last effective."
4. Maintenance Agreement The maintenance term described in the maintenance agreement at
Section 2.1, attached hereto as Exhibit 2, between the parties, dated May 25, 2011 (the
"Maintenance Agreement'.) is amended, and extended for one additional annual term.
Customer may elect to continue its maintenance coverage for additional annual terms by
paying to Accela the fees associated with such terms when these are due; said fees will not
increase by more than ten percent(10%)from the maintenance fees for the preceding term.
Amendment Page 9 of 2
5. Other Terms and Conditions
5.1. Unless specifically amended,modified,or supplemented by this document,all terms and
conditions of prior written agreements between the parties shall remain unchanged and
in full force and effect. The parties expressly disclaim any alternate terms and
conditions accompanying drafts and/or purchase orders issued by Customer.
52. If any particular provision of this document is determined to be invalid or unenforceable,
that determination shall not affect the other provisions which shall be construed in all
respects as if the invalid or unenforceable provision were omitted.
5.3. Miscellaneous Provisions.
(a) Ratification. All terms, covenants and conditions of the underlying
agreements, attached hereto as exhibits, not expressly modified herein are
hereby confirmed and ratified and remain in full force and effect.
(b) Conflict. In the event of a conflict between the terms of this Amendment and
the underlying Agreements,the terms of this Amendment shall prevail.
(c) Counterparts. This Amendment may be executed in one or more counterparts,
each of which shall be deemed an original,but all of which shall constitute one
and the same instrument.
(d) Facsimile. Facsimile and electronically transmitted copies shall be deemed for
all purposes to be originals.
ACCELA CUSTO �
By: By: ,„s,
Signature Signa i 1
col d/4 spicalc
'
'nt N. e J
Pent Name Print
Its ACCT. GOP• S r T 4-e-Y Its C i M.C rtCt Qv/
Title
Title
Dated: r'N045M 24th' Dated: • it II+(<
Month,Day,Year Month,Day,Year
END OF DOCUMENT
APPROVED GUAGE
FORM&
&FOR EXECUTION
torney
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Amendment Page 2 of 2