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Home My WebLink About130079 ACCELA INC - CONTRACT - CONTRACT - 31900AMENDMENT 1 Parties ACCELA Accela, Inc 2633 Camino Ramon, Suite 120 Bishop Ranch 3 San Ramon, California 94583 Attention Contracts Administration T 925 659 3200 F 925 407 2722 e-Mail contractsadmin@accela com CUSTOMER City of Fort Collins, Colorado Post Office Box 580 Fort Collins, Colorado 80522 Attention Dan Coldiron T 970 2.21 6644 F 970 2:21 6329 e-Mail dcoldiron@fcgov com 2 Effective Dale Provided that Customer signs and returns this Amendment to Accela no later than November 30, 2007, this Amendment is effective as of the date of Customer's signature ("Effective Date") Deliverables and Comoensation Deliverables Quan�_ Fees Professional Services 1,216 Hours I$224,960 00' _Total of Fees $224,960002 1 Professional Services will not exceed 1,216 hours without prior authorization from Customer Fees indicated reflect charges for 1,216 hours Accela will perform the Professional Services at lime -and - materials rates and will bill Customer on a monthly basis only for those hours wholly or partially expended In addition to the amounts described above, Customer will reimburse Accela for airfare, travel time, lodging, rental transportation, meals, and other miscellaneous expenses at current rates 2 Total of Fees includes estimated or variable fees Terms and Conditions 41 Customer will be invoiced for all amounts on a monthly basis as these are rendered by Accela, the payment terms of all invoices are net thirty (30) calendar clays from the dates of the invoices Any payment not paid to Accela within said period shall incur a late payment fee equal to five percent (5%) of the amount past due and shall accrue interest in an amount equal to one -and -a -half percent (1 5%) per month, compounded monthly, on the outstanding balance from the billing date and Accela may, at its discretion, suspend work, including but not limited to professional or maintenance services, until payments for all past -due billings have been paid in full by Customer 42 Amounts are quoted in United States dollars and, unless otherwise indicated, do not include applicable taxes Customer will be responsible for payment of all federal, state (or provincial), and local taxes and duties (except those based on Accela's income) If Customer is exempt from certain taxes, Customer will provide Accela with a certificate of exemption issued by the applicable taxing authority 43 As required, Customer agrees to provide Accela with appropriate access to Customer's facilities, personnel, data systems, and other resources Customer acknowledges that the Professional Services described in this Amendment is cooperative in nature and that Customer must complete its designated tasks in a timely manner in order for Accela to proceeo with and complete the Professional Services Customer delays during the implementation period may have adverse collateral effects on Accela's overall work schedule Although Accela will use its best efforts to immediately resume work following such a delay, Customer acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by Customer Customer agrees that if additional time is required to complete the Professional Services because of Customer delays, such time will be charged to Customer at Accela's then -current time -and -materials rates 44 During the term of this Amendment, Accela may publicly disclose its ongoing business relationship with Customer Such disclosures may indicate Customer's identity and the Accela product(s) and services Amendment Page 1 of 3 provided or contracted to be provided to Customer, but may not expressly or impliedly indicate Customer's endorsement of Accela's products or services without Customers prior written authorization 45 Accela agrees to indemnify, defend, and hold Customer and its officers, agents, and employees harmless against any claims, suits, or damages arising out of physical property damage or bodily injury caused by the negligence or misconduct of Accela or its employees or agents while the terms and conditions of this Amendment remain enforceable Customer agrees to indemnify, defend, and hold Accela and its officers, agents, and employees harmless against any claims, suits, or damages arising out of physical property damage or bodily injury caused by the negligence or misconduct of Customer or its employees or agents while the terms and conditions of this Amendment remain enforceable 46 Accela provides no warranty whatsoever for any third -party hardware or software products Third -party applications which utilize or rely upon the Software may be adversely affected by remedial or other actions performed pursuant to this Amendment, Accela bears no liability for and has no obligation to remedy such effects Except as set forth herein, Accela provides all Professional Services "as is" without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will Accela's cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to Accela by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if Accela or its agents have been advised of the possibility of such damages 47 If either party is delayed in its performance of any oblujation under this Amendment due to causes or effects beyond its control, that party will give timely notu,e to the other party and will act in good faith to resume performance as soon as practicable 48 This Amendment is governed by the laws of the State of Colorado Any controversy or claim arising out of or relating to this Amendment, 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 Denver, Colorado 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 Amendment, 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 Amendment will not prevent that party from thereafter objecting to that breach or any other breach of this Amendment 49 Accela may assign its rights and obligations hereunder foi purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets 4 10 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 /I // ll // // Amendment Page 2 of 3 4 11 If any particular provision of this document is deterrnineo 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 ACCELA By Signature (o&w A, 5AMN El S Print Name Its h SST• ")Ae SEG e-F744'L7 Dated 12 . N. Month, Day, Year Print Name Dated Month, Day Year THE CITY 01" FORT COLLINS, COLORADO By _ /C 6dc� d! ,roc James, O'Neill II, CPPO, FNI P Direc of Purchasing & Risk Management Print Name Dated IZ-4-67 Month, Day, Year END OF DOCUMENT Amendment Page 3 of 3