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ACCELA MASTER LICENSING AGREEMENTACCELA MASTER LICENSING AGREEMENT This Master Licensing Agreement ("MLA") is entered into by and between Accela, Inc. a California corporation with a principal place of business at 2633 Camino Ramon, Suite 500, Bishop Ranch, San Ramon, California 94583 ("Accela") and Customer identified on the Order ("Customer"). Purchase or use of the Software (defined below) is subject to this Accela On -Premise Software License & Support Agreement (this "Agreement"). This Agreement shall become effective as of the last date of signature (the "Effective Date"). 1. Software License and Proprietary Rights 1.1. License Grant. Accela retains full ownership in the Accela software products ("Software") purchased by Customer under this Agreement, as listed in Customer's order form to which this Agreement is incorporated and related Documentation (means Accela's then -current technical and functional documentation for the Software as made generally available by Accela) and any other programming provided by Accela (regardless of its form). Accela grants to Customer a limited, nonexclusive, nontransferable, non- sublicensable right and license to use the Software and Documentation for internal business purposes only during the License Term and for the quantity of units as designated in the ordering document(s) ("Order Form") used to purchase the Software and the Documentation, including the Order Form attached hereto as Exhibit C and incorporated herein by this reference. Each Order Form will form part of this Agreement. The Software will be delivered or made available to Customer for electronic download from Accela's File Transfer Protocol ("FTP") site. For purposes hereof, the "License Term" begins on the date Accela delivers the Software license keys to the Customer and extends for the period specified in the applicable Order Form (unless earlier terminated in accordance with this Agreement). Customer is liable to Accela for any losses incurred as the result of unauthorized reproduction or distribution of the Software which occur while the Software is in Customer's possession or control - 1.2. Restrictions on Use. Except as otherwise expressly provided in this Agreement, Customer shall not (and shall not permit any third party to): (a) Sublicense, sell, resell, transfer, assign, distribute, share, lease, make any external commercial use of, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from software; (b) obscure, alter, or remove any confidentiality or proprietary rights notices contained in the Software or any Documentation related thereto; (c) cause the decompiling, disassembly, or reverse engineering of any portion of Software, or attempt to discover any source code or other operational mechanisms of the Software, unless and then only to the extent expressly permitted by applicable law without consent; (d) modify, adapt, translate or create derivative works based on all or any part of the Software; (e) use any Software or Documentation in violation of any applicable laws and regulations; or (f) use the Software or Documentation to (1) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware, or (2) engage in phishing, spamming, denial -of -service attacks or other fraudulent or criminal activity, (3) interfere with or disrupt the integrity or performance of third party systems, or the Software or data contained therein, or (4) attempt to gain unauthorized access to the Software. 1.3. Proprietary Rights Accela shall retain all intellectual property rights in and to the Software and Documentation, and any improvements, design contributions, updates, or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder. Customer acknowledges that the rights granted under this Agreement, as they pertain to Maintenance and Support and to the Software license, do not provide Customer with title to or ownership of the Software. 1.4. The Software may be installed on one or more computers but may not be used by more than the number of users for which the Customer has named user licenses. The Software is deemed to be in use when it is loaded into memory in a computer, regardless of whether a user is actively working with the Software. Accela may audit Customer's use of the Software to ensure that Customer has paid for an appropriate number of licenses. Should the results of any such audit indicate that Customer's use of the Software exceeds its licensed allowance, Customer agrees to pay all costs of its overuse, retroactive to the date of non-compliance, based on Accela's (or its authorized partner's) then -current pricing. Any assessed costs for overuse will be due and payable by Customer upon assessment. Customer agrees that Accela's assessment of overuse costs pursuant to this section is not a waiver by Accela of any other remedies available to Accela in law and equity for Customer's unlicensed use of the Software. 2. Maintenance and Support. "Support" is defined as Accela's obligations to respond to support requests as described in Exhibit A. "Maintenance" is defined as Accela's obligations related to error resolution, bug fixes, and the provision of Software updates and upgrades made generally commercially available to Accela in its sole discretion, as all described in Exhibit A ("Update"). All Updates will be delivered or made available to Customer for electronic download from Accela's FTP site or via such other delivery method as agreed to by the Parties in writing. Subject to the Customer's payment of the fees set forth in the applicable Order Form(s), Accela will provide Maintenance and Support for the Software, including security updates for the components whose source code is owned and managed by Accela, the customer is responsible for obtaining the, updates and maintaining the security of supporting infrastructure such as networking gear, application servers, data bases, and operating systems etc. For time-limited licenses of the Software (as set forth in the Order Form, "Term License"), the fees for Maintenance and Support are included in the fees for the Software. For Perpetual licenses, (i) Accela shall invoice Customer the applicable fees for Maintenance and Support ("Maintenance and Support Fees") upon execution of the Order Form, and (ii) subject to payment of the Maintenance and Support Fees, Accela will provide Support for the Maintenance and Support period set forth in the Order Form, as it may be renewed (the "Maintenance and Support Term). If Maintenance and Support terminates with respect to any perpetual licenses and the Customer is in good standing under this Agreement, the Customer may reinstate Maintenance and Support on payment of the cumulative Maintenance and Support Fees applicable for the period during which Maintenance and Support lapsed, plus Maintenance and Support Fees for the reinstated Maintenance and Support Term. Notwithstanding anything herein to the contrary, if Customer receives Support from an authorized partner of Accela ("Partner"), then the support terms agreed upon by Customer and 2 V09052018 such Partner shall govern in lieu of those set forth in Exhibit A, and Accela shall have no support obligations to Customer. 2.1. Support Commitment. Accela will commence and complete the Support Services described in this Agreement in a good and workmanlike manner, consistent with the practices and standards of care generally -accepted within and expected of Accela's industry, to ensure that the operation of the maintained software products does not materially differ from documented specifications, available at httos://accela.box.com/SoftwareSpecs (which URL and content may be updated by Accela from time to time) ("Specifications"). Accela may make repeated efforts within a reasonable time period to resolve maintenance requests. When a maintenance request cannot be resolved, Customer's exclusive remedy will be repair or replacement, as determined by Accela. 3. Payment Terms 3.1. Pricing. Customer will be invoiced for those amounts and at those prices set forth in an Order Form (an "Invoice"). Fees do not include any configuration of the Software (nor support for any such customizations, unless otherwise agreed in writing). If Customer's usage of the Software is in excess of those amounts set forth in the Order Form, Customer may be billed for those overages. Customer acknowledges that purchases under this Agreement are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Accela regarding future functionality or features. 3.2. Payments. Customer shall pay Invoices within thirty (30) days of the invoice date (the "Invoice Due Date"). All payment obligations are non -cancelable and all amounts paid are non-refundable, except for amounts paid in error that are not actually due under this Agreement. The fees paid by Customer are exclusive of all taxes, levies, or duties imposed by taxing authorities, if any, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding taxes based on Accela's income. Accela shall have no responsibility for any Invoices that are not received due to inaccurate or missing information provided by Customer. Customer shall pay interest on all payments not received by the Invoice Due Date at a rate of one and a half percent (1.5%) per month or the maximum amount allowed by law, whichever is lesser. All amounts due under this Agreement shall be paid by Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If requested by Accela, Customer will obtain and furnish to Accela tax receipts or other certificates issued by the competent taxation office showing the payments of the withholding tax within a reasonable time after payment. Following notice, Accela shall be entitled to suspend Customer's access to the Software if payments are not received within thirty (30) days of the Invoice Due Date. Maintenance and Support Fees will be subject to an automatic annual increase by not more than seven percent (7%) of the prior year's Maintenance and Support Fees ("Uplift"). Notwithstanding anything herein to the contrary, if Customer makes its payments pursuant to this Agreement to a Partner, then the payment terms agreed by Customer and such Partner shall govern to the extent anything in this Section 3 conflicts with such Partner payment terms. 4. Confidentiality 4.1. Definitions. "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. "Confidential Information" means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes or data codes, entity -relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works -in -progress, even where such works, when completed, would not 3 V09052018 necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information. Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. 4.2. Notwithstanding the foregoing, the following specific classes of information are not "Confidential Information" within the meaning of this Section: (a) information which is in Recipient's possession prior to disclosure by Disclosing Party; (b) information which is available to Recipient from a third party without violation of this MLA or Disclosing Party's intellectual property rights; (c) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; (d) information which is subpoenaed by governmental or judicial authority; and (e) information subject to disclosure pursuant to a state's public records laws. 4.3. Confidentiality Term. The obligations described in this Section commence on the Effective Date and will continue until two (2) years following any termination or expiration of this MLA ("Confidentiality Term"). 4.4. Confidentiality Obligations. During the Confidentiality Term, Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party's advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need -to -know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible. 4.5. Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure of the Disclosing Party's Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity 4.6. Publicity. During the term of this MLA, including the term of any amendment hereto, Accela may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer's identity and the Accela product(s) and services provided or contracted to be provided to Customer. These disclosures may include press releases or other communications to media, display on Accela web sites, or use in other marketing activities, but will not include non-public information or indicate Customer's express endorsement of Accela's products or services without Customer's prior written authorization. 5. Term and Termination Term. The term of this Agreement begins on the Effective Date and will remain in 4 V09052018 effect until all Term Licenses (and Maintenance and Support Terms, if applicable) expire or for a period of five (5) nears or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the "Term"). 5.2. Termination. Accela or Customer may terminate if the other party materially breaches this Agreement and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Accela may immediately terminate this Agreement and/or Customer's license to the Software upon Customer's breach of Section 1.2. Either party may also terminate this Agreement upon written notice if the other party suspends payment of its debts or experiences any other insolvency or bankruptcy -type event. 5.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, (i) with respect to Term Licenses, all rights granted to Customer shall terminate and Customer shall destroy any copies of the Software and related Documentation within Customer's possession and control; (ii) with respect to perpetual licenses, these will survive termination of this Agreement unless Accela terminates the Agreement for Customer's breach of this Agreement in which case all rights granted to Customer shall terminate and Customer shall destroy any copies of the Software and related Documentation within Customer's possession and control; and (iii) each Receiving Party will return or destroy, at the Disclosing Party's option, the Disclosing Party's Confidential Information in the Receiving Party's possession or control. 5.4. Accela may terminate this Agreement in the event the Software is phased out across Accela's customer base. In such event, Accela will provide Customer sufficient advance notice and the parties will mutually agree to a migration plan for converting Customer to another Accela generally -available offering with comparable functionality. 5.5. Survival. All fees that have accrued as of such expiration or termination, and Sections 1, 2, 3, 4, 5, 6.3, 7, and 8, will survive any expiration or termination hereof. 6. Warranties and Disclaimers 6.1. Limited Warranty. Accela warrants that during the first thirty (30) days following the date the Software is purchased, the Software will, in all material respects, conform to the functionality described in the then -current Specifications for the applicable Software version. Accela's sole and exclusive obligation, and Customer's sole and exclusive remedy, for a breach of this warranty shall be that Accela shall be required to use commercially, reasonable efforts to repair or replace the Software to conform in all material respects to the Specifications, and if Accela is unable to materially restore such functionality within thirty (30) days from the date of written notice of such breach, Customer shall be entitled to terminate the license to the affected Software upon written notice.. Customer must notify Accela in writing of any warranty breaches within such warranty period, and Customer must have installed and configured the Software in accordance with the Specifications to be eligible for the foregoing remedy 6.2. Warranty of Non -infringement. Accela warrants that it has full power and authority to grant the Software license set out in Section 1.1 and that, as of the effective date of this Agreement, the Software does not infringe any existing intellectual property rights of any third party. If a third -party claims that the Software does infringe, Accela may, at its sole option, secure for Customer the right to continue using the Software or modify the Software so that it does not infringe. Accela will have the sole right to conduct the defense of any legal action and all negotiations for its settlement or compromise. 5 V09052018 6.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, ALL SOFTWARE AND MAINTENANCE AND SUPPORT ARE PROVIDED "AS IS" AND ACCELA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT THERETO, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE CONTINUOUS, UNINTERRUPTED, ERROR -FREE, VIRUS - FREE, OR SECURE ACCESS TO OR OPERATION OF THE SOFTWARE. ACCELA EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE SOFTWARE OR MAINTENANCE AND SUPPORT OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY CUSTOMER OR THIRD -PARTY SOFTWARE OR HARDWARE. 7. Indemnification 7.1 Indemnification by Accela. Accela will defend (or at Accela's option, settle) any third - party claim, suit or action brought against Customer to the extent that it is based upon a claim that the Software, as furnished by Accela hereunder, infringes or misappropriates the intellectual property rights of any third -party, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are awarded against Customer. In the event that the use of the Software is, or in Accela's sole opinion is likely to become, subject to such a claim, Accela's, at its option and expense, may (i) replace the applicable Software with functionally equivalent non -infringing technology, (ii) obtain a license for Customer's continued use of the applicable Software, or (iii) terminate the license and provide a pro -rata refund of the Software license fees (or Maintenance and Support Fees, for perpetual licenses) that have been paid in advance for the remainder of the License Term for the applicable Software (beginning on the date of termination). The foregoing indemnification obligation of Accela will not apply: (i) if the Software is modified by Customer or its agent; (ii) if the Software is combined with other non-Accela products, applications, or processes, but solely to the extent the alleged infringement is caused by such combination; or (iii) to any unauthorized use of the Software. The foregoing shall be Customer's sole remedy with respect to any claim of infringement of third party intellectual property rights 7.2 Indemnification Requirements. In connection with any claim for indemnification under this Section 7.3, the indemnified party must: (i) provide the indemnifying party prompt written notice of such claim; (ii) reasonably cooperate with the indemnifying party, at indemnified party's expense, in defense and settlement of such claim; and (iii) give sole authority to the indemnifying party to defend or settle such claim. 8. LIMITATION OF LIABILITY. The limits below will not apply to the extent prohibited by applicable law. 8.1. IN NO EVENT WILL ACCELA'S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD 6 V09052018 PRECEDING THE INCIDENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. 8.2. NEITHER ACCELA NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SOFTWARE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. 9. Third Party Services Customer may choose to obtain products and services that are provided or supported by third parties ("Third -Party Services") for use with the Software. Third -Party Services are provided pursuant to the terms of the applicable third -party license or separate agreement between the licensor or provider of the Third -Party Services and Customer, and Accela assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third Party Services. Further, Accela will not be responsible to the extent failure of the Software to operate as warranted is caused by or results from: (i) any modification to the Software not previously approved by Accela; (ii) combination, operation or use of the Software with Customer's or a third party's applications, software or systems; (iii) abuse, willful misconduct or negligence by anyone other than Accela or Accela's designee; (iv) use of the Software other than in accordance with the terms of this Agreement and/or the applicable Specifications and Accela documentation or (v) any of the exclusions indicated in Exhibit A. 10. Other Terms and Conditions 10.1. Dispute Resolution This Agreement is governed by the laws of the State of California. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration will be Santa Clara County, California. Either party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator's determination of the merits of the controversy. Each party will initially bear its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses, reasonable attorneys' fees, and costs. The failure of either party to object to a breach of this Agreement will not prevent that party from thereafter objecting to that breach or any other breach of this Agreement. 10.2. Assignment Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets. 7 V09052018 10.3. Entire Agreement. This Agreement shall govern each Order Form, sales quotation, proposal, purchase order, or other ordering document that references this Agreement. The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 10.4. Severabilitv and Amendment If any particular provision of this Agreement is determined to be invalid or unenforceable, that determination will not affect the other provisions of this Agreement, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this Agreement will be effective unless it is described in writing and signed by the Parties. INSURANCE. Accela shall have the following insurance coverage during the term of this Agreement, and shall provide certificates of insurance to Customer prior to beginning work hereunder: Commercial General Liability Insurance Employer's Liability Automobile Liability Excess/ Following Form Worker's Compensation $1,000,000 per occurrence/aggregate $2,000,000 per general aggregate $1,000,000 per occurrence/aggregate $1,000,000 per occurrence/aggregate $4,000,000 per occurrence/aggregate Statutory Limits Commercial General Liability and Auto Liability insurance policies carried by Accela hereunder shall name Customer as "additional insured" with respect to liability arising out of work performed by Accela, as applicable but not including Worker's Compensation or on any Umbrella Policy. Accela shall provide to Customer no less than thirty (30) days' notice prior to the termination or cancellation of any such insurance policy. Accela may, at its sole discretion, replace its insurance carrier from time to time. Accela will maintain Errors & Omissions policy covering data breach incidents at $1,000,000 per occurrence. TERMINATION FOR LACK OF FUNDING. Customer's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Clearwater City Council. In the event the Clearwater City Council does not appropriate funds in a sufficient amount for Customer to perform its obligations hereunder, Customer may terminate this Agreement upon thirty (30) days written notice to Accela and City is not entitled to a refund of any fees paid. [Remainder of page intentionally left blank. Signature page immediately follows.] 8 V09052018 IN WITNESS WHEREOF, the parties hereto have executed this MLA as of the dates listed below. ACCELA Dacusigned by: rv11Y.attASUA-6,14 ar,9 RNI7AwA... (Signature) Dustin Whisenhunt (Print Name) Its: (Title) VP of sales - East Dated: 7/23/2019 (Month, Day, Year) Countersigned: -C °'WV(t :Ai George N. Cretekos Mayor Assistant City Attorney 9 CUSTOMER CITY OF CLEARWATER, FLORIDA ricaR k"4)4.` I dill 14-f By: Attest: Willi B. Horne II City anager tatyyt_ a,i Ozle Rosemarie Call City Clerk V09052018 EXHIBIT A ACCELA SOFTWARE SUPPORT POLICY (ON -PREMISE) (1) Legacy Releases: Accela provides Maintenance and Suppor for each version of the Software for a period of twelve (12) months after the generally available release of the next major version of the Software (a major release is a change in the first number to the right of the decimal point). For example, if version 6.1 is released on January 1, 2017, then Accela will provide Maintenance and Support for version 6.0 until January 1, 2018. Accela does not provide Maintenance or Support for any customized Software (or components thereof). (2) Support Services. In support of the Accela Software, Accela will provide Customer with the following first line support: a. Telephone Support. Accela's Customer Resource Center (CRC), a live technical support facility, will be available to Customer from 4:00a.m. until 6:OOp.m. Pacific time Monday through Friday, excluding Accela's observed holidays. b. Email Support. One or more Accela electronic mail addresses to which Customer may submit routine or non-critical support requests. Email Support Requests will be addressed by Accela during its regular business hours of 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday. c. Online Support Materials. Accela will make available to Customer certain archived client -side software updates and other technical information in Accela's online support databases. This Online Support will be continuously available to Customers. (3) Upgrade/Downgrade of Severity Level. If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (4) Customer Obligations. As required, Customer will provide Accela or its authorized partner with appropriate access to Customer's facilities, data systems, and other resources. If security restrictions impair such access, Customer acknowledges that some Support Services hereunder may not be provided to Customer. It is Customer's sole responsibility to maintain current backup copies of its data and of its implementation of the Software. If Customer's failure to create proper backups substantially increases the difficulties of any remedial actions by Accela hereunder, Accela reserves the right to charge Customer for any extra work reasonably -attributable to such increased difficulty, as calculated at Accela's then -current time -and -materials rates. (5) Third Party Product Support. If any third -party software is supplied by Accela, Accela disclaims all support obligations for such third party software, unless expressly specified by Accela in Customer's Agreement. (6) Exclusions. The following Support Exclusions are not covered by this Support Policy, however they may be separately available at rates and on terms which may vary from those described herein: a. Services required due to misuse of the Accela-maintained Software; b. Services required due to Software data loss by fault of Customer or corrections, customizations, or modifications not developed or authorized by Accela; c. Services required by Customer to be performed by Accela outside of Accela's usual working hours; d. Services required due to external factors including, but not necessarily limited to, Customer's use of software or hardware not authorized by Accela; e. Services required due to the operation of interfaces between the Accela-maintained Software and other software products or systems, even where such interfaces were provided or implemented by Accela; f. Services required to resolve or work -around conditions which cannot be reproduced in Accela's support environment; Accela On -Premise Software License & Support Agreement Page 10 of 14 Form Approved by Legal (v007092018) g. Services which relate to tasks other than maintenance and support of Customer's existing implementation and configuration of the Accela-maintained software products including, but not necessarily limited to, enhancing or adapting such products for specific operating environments; h. Services requested by Customer to implement software updates provided by Accela pursuant to this Agreement; and i. New or additional applications, modules, or functionality released by Accela during the term of this Agreement. Accela On -Premise Software License & Support Agreement Page 11 of 14 Form Approved by Legal (v007092018) EXHIBIT B SERVICE LEVEL AGREEMENT Silver This Silver Support SLA ("SLA") is issued under and subject to additional conditions and limitations as set out in the Agreement by and between Accela and Customer. The following issues, response goals, and resolution goals are applicable to support services for Accela supported products functioning in Customer's production environment (the "Supported Products") and is not applicable to any other Accela software, services or environments. Any references to "business day" are exclusive of the U.S. federal and state holidays observed by Accela. Priority Definition Response Goal Resolution Goal Critical Severity Issue (Priority 1) Supported Product is non-functional or seriously affected and there is no reasonable workaround available (e.g. business is halted). Confirmation of receipt within one (1) business hour. Update as information arrives or at the interval specified by Customer. Upon confirmation of receipt, Accela will put forth our best effort to provide a workaround, fix, or estimated completion date within seventy-two (72) hours after the problem has been diagnosed and/or replicated. High Severity Issue (Priority 2) Supported Product is affected and there is no workaround available or the workaround is impractical (e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around). Confirmation of receipt within four (4) business hours. Accela will put forth our best effort to provide a workaround or fix or estimated completion date within fourteen (14) business days after the problem has been diagnosed and/or replicated. Medium Severity Issue (Priority 3) Support Product is non-functional however a convenient workaround exists (e.g. non-critical feature is unavailable or requires additional user intervention). Confirmation of receipt within eight (8) business hours. Accela will put forth our best effort to provide a workaround or fix or estimated completion date within twenty-one (21) business days after the problem has been diagnosed and/or replicated. Low Severity Issue (Priority 4) Supported Product works, but there is a minor problem (e.g. incorrect label, or cosmetic defect). Confirmation of receipt within twenty-four (24) business hours. Resolution for the Issue may be released as a patch set or be incorporated into a future schedule release of the product. Accela On -Premise Software License & Support Agreement Form Approved by Legal (v007092018) Page 12 of 14 Accela Main: Accela, Inc. 2633 Camino Ramon Ste. 120 San Ramon, CA. 94583 EXHIBIT C - Order Form Remit To: Accela, Inc. # 774375 4375 Solutions Center Chicago, IL 60677- 4003 Quote No. QT-5yr Quote Date: 4/25/2019 Bill To: Ship To: Clearwater, FL 100 S. Myrtle Avenue PO Box 4748 Municipal Services Building Clearwater, FL 33758-4748 Clearwater, FL 100 S. Myrtle Avenue PO Box 4748 Municipal Services Building Clearwater, FL 33758-4748 Purchase Order No. Contract No. Customer ID Payment Terms 2033 NET 30 Item Number Description Quantity Ext. Price MR100ACAM120601 Accela Citizen Access Annual Maintenance and Support 107,742 $ 11,224.81 MR100ALMM120601 Accela Land Management Annual Maintenance and Support 100 $ 95,030.05 MR100AMOM120601 Accela Mobile Office Annual Maintenance and Support 30 $ 16,580.89 MR100GISM120601 Accela GIS Annual Maintenance and Support 25 $ 8,359.89 Term: 5/13/19 - 5/12/20 $ 131,195.64 MR100ACAM120601 Accela Citizen Access Annual Maintenance and Support 107,742 $ 11,561.56 MR100ALMM120601 Accela Land Management Annual Maintenance and Support 100 $ 97,880.95 MR100AMOM120601 Accela Mobile Office Annual Maintenance and Support 30 $ 17,078.31 MR100GISM120601 Accela GIS Annual Maintenance and Support 25 $ 8,610.69 Term: 5/13/20 - 5/12/21 $ 135,131.51 MR100ACAM120601 Accela Citizen Access Annual Maintenance and Support 107,742 $ 11,908.40 MR100ALMM120601 Accela Land Management Annual Maintenance and Support 100 $ 100,817.38 MR100AMOM120601 Accela Mobile Office Annual Maintenance and Support 30 $ 17,590.66 MR100GISM120601 Accela GIS Annual Maintenance and Support 25 $ 8,869.01 Term: 5/13/21- 5/12/22 $ 139,185.45 MR100ACAM120601 ' Accela Citizen Access Annual Maintenance and Support 107,742 $ 12,265.66 MR100ALMM120601 Accela Land Management Annual Maintenance and Support 100 $ 103,841.90 MR100AMOM120601 Accela Mobile Office Annual Maintenance and Support 30 $ 18,118.38 MR100GISM120601 Accela GIS Annual Maintenance and Support 25 $ 9,135.08 Term: 5/13/22 - 5/12/23 $ 143,361.02 MR100ACAM120601 Accela Citizen Access Annual Maintenance and Support 107,742 $ 12,633.63 MR100ALMM120601 Accela Land Management Annual Maintenance and Support 100 $ 106,957.16 MR100AMOM120601 Accela Mobile Office Annual Maintenance and Support 30 $ 18,661.93 MR100GISM120601 Accela GIS Annual Maintenance and Support 25 $ 9,409.13 Term: 5/13/23 - 5/12/24 $ 147,661.85 Subtotal: $ 696,535.47 Tax: $ - 5 Year Totals $ 696,535.47 Accela On -Premise Software License & Support Agreement Form Approved by Legal (v007092018) Page 13 of 14 Customer Name Order Detail General Information City of Clearwater Customer Contact Jeremy Williams, Jeremy.Williamsamvclearwater.corn 727-562-4842 Customer Address 100 S. Myrtle Ave. Clearwater Florida 33756 Governing Agreement(s) The attached Agreement, as of date of last signature. g 9 Term Order Start Date 5 Years Order Terms Unless otherwise specified in the Special Order Terms: - Software Licenses & Subscriptions start on the date of delivery by Accela. Order Duration Unless otherwise specified in the Special Order Terms: - Any Software Licenses or Hardware are one-time, non-refundable purchases. Special Order Terms Currency In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or invoice, the Order Form shall govern as it pertains to this transaction. Payment Terms USD Invoice Date Unless otherwise stated in the Special Payment Terms, Invoice for the Grand Total $ above will be issued on the Order Start Date. Payment Due Date Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s), all payments are due on the Invoice Date and payable net 30 days. Special Payment Terms If Customer requires PO number None unless otherwisespecified in this section. Purchase Order Reference (Optional) on invoices, it must beprovided to the right and Customer must provide PO# (lf Accela copy of the PO pnor to invoice issuance. If no PO number provided prior to invoice issuance date, required): invoices issued on this Order Form will be valid without a PO reference. Accela On -Premise Software License & Support Agreement Page 14 of 14 Form Approved by Legal (v007092018)