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HomeMy WebLinkAboutExhibit - AgreementCni#g u£ 4thtmi ANNIE PEREZ, CPPO DANIEL J. ALFONSO Chief Procurement Officer City Manager .0." uu. LICENSE USE AND REVENUE AGREEMENT BETWEEN CITY OF MIAMI AND IN-TELLIGENT (FLORIDA), LLC ADDENDUM a) The provisions of this Addendum shall supersede all provisions in any other agreement or understanding between the parties whether oral or in writing and, in the event a provision of this Addendum conflicts with a provision of the IN-TELLIGENT (FLORIDA), LLC ("IN-TELLIGENT") License Use and Revenue Agreement ("Agreement"), or seeks to eliminate a provision of the Agreement, the provisions of this Addendum shall apply. b) All references of the City of Miami as "Lessee" shall be deleted. The City of Miami shall be referenced as "City", and/or "Licensee". c) Article No. II of the Agreement, entitled "Agreement", Section 3 entitled "Term", is hereby amended to add the following underlined language as Subsection 3.3: 3.3 Notwithstanding any other provisions of the Agreement, the City Manager on behalf of the City, reserves the right to terminate this Agreement by written notice to IN-TELLIGENT, effective the date specified in the notice, should any of the following apply: a) IN-TELLIGENT is determined by the City to be in breach of any of the terms and conditions of the Agreement. b) The City Manager has determined that such termination will be in the best interest of the City, to terminate the Agreement for its own convenience, by giving IN-TELLIGENT thirty (30) days written notice. d) Article No. II of the Agreement, entitled "Agreement", Section (6) entitled "Proprietary Rights", Subsection 6.3, entitled "In-Telligent Limited Logo and Trademark License", is hereby amended with the addition of the following underlined language, as the last sentence: Notwithstanding the foregoing, under no circumstances shall IN-TELLIGENT without the express written consent of the City issue or permit to be issued any press release, advertisement, usage of City logo, or literature of any kind which refers to the City, without the written approval of the City. Such approval may be withheld if for any reason the City believes that the publication of such information would be harmful to the public interest or is in any way undesirable. e) Article No. II of the Agreement, entitled "Agreement", Section 9, entitled "Confidentiality is hereby amended with the stricken and/or underlined language as follows: 9. Confidentiality. As a result of this Agreement and the relationship between the Parties, In-telligent and Lessee may view and/or have access to certain confidential and proprietary information about the other, including but not limited to information regarding each Party's respective business, designs, intellectual property, employees, computers and networks, marketing, clients, finances, operations, and other confidential information ("Confidential Information"). The Parties agree to hold such Confidential Information in strict confidence, to take all reasonable precautions to protect such Confidential Information, and not to make any use of such Confidential Information except to operate the Product and conform to this Agreement. Except as may be required by law, each of the Parties agree not to disclose to any third party (other than advisors who have a reasonable need to know, such as a Party's, lenders, attorneys, and accountants) the terms of this Agreement except either Party, under confidentiality, may disclose this Agreement to any non -competitor party that is a bona fide potential strategic investor in the context of and strictly for due diligence purposes. The Parties further agree to keep the terms of this Agreement confidential f) Article No. II of the Agreement, entitled "Agreement", Section 11, entitled "Indemnification and Liability Limitations", is hereby deleted in its entirety and replaced with the underlined language as follows: IN-TELLIGENT shall indemnify, hold/save harmless, and defend at its own costs and expense, the City and its officials, employees, for claims (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, to the extent caused by, or in connection with (i) the negligent performance or non-performance of the services contemplated by this Agreement (whether active or passive) of IN-TELLIGENT or its employees or subcontractors (collectively referred to as "IN-TELLIGENT") unless directly caused, in whole or in part, by any act, omission, default or negligence (whether active or passive or in strict liability) of the Indemnities, or any of them, or (ii) the failure of the IN-TELLIGENT to comply materially with any of the requirements herein, or the failure of the IN- TELLIGENT to conform to statutes, ordinances, codes, resolutions, or other regulations or requirements of any governmental authority, local, federal or state, in connection with the performance of this Agreement or to follow an established standard of care applicable to its performance of this Agreement, even if it is alleged that the City, its officials and/or employees were negligent. IN-TELLIGENT expressly agrees to indemnify, defend and hold harmless the lndemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of IN-TELLIGENT, or any of its subcontractors, as provided above, for which the IN- TELLIGENT's liability to such employee or former employee would otherwise be limited to payments under state Workers' Compensation or similar laws. IN-TELLIGENT further agrees to indemnify, defend and hold harmless the Indemnitees from and against (i) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, related directly to IN-TELLIGENT's negligent performance , act or omission under this Agreement, compliance with which is left by this Agreement to IN-TELLIGENT, and (ii) any and all claims, and/or suits for equipment, data, supplies, labor and materials furnished by IN-TELLIGENT or utilized in the performance of this Agreement or otherwise; and (iii) copyright, patent or similar intellectual property or Page 2 telecommunications claims arising out of the goods or services furnished by IN-TELLIGENT under this Agreement. This Section shall be interpreted to comply with Sections 725.06 and/or 725.08, Florida Statutes. IN-TELLIGENT's obligations to indemnify, defend and hold harmless the Indemnitees shall survive the termination/expiration of this Agreement. City must notify IN-TELLIGENT of any lawsuit for which indemnification may be sought within a reasonably prompt timeframe after date City is notified of the complaint. g) Article No. II of the Agreement, entitled "Agreement", Section 13 entitled "General Provisions", Subsection 13.1, entitled "Notice" is hereby deleted and replace in its entirety with the following underlined language: 13.1 Notices All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO IN-TELLIGENT (FLORIDA), LLC: Allan C. Sutherland Founder, President, and CEO 15255 South 94th Avenue Suite 547 Orland Park, IL 60462 TO THE CITY: Daniel J. Alfonso City Manager 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Annie Perez, CPPO Procurement Director City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 h) Article No. II of the Agreement, entitled "Agreement", Section 13 entitled "General Provisions", Subsection 13.5, entitled "Governing Law; Forum; Legal Fees" is hereby deleted and replaced in its entirety with the following underlined language: Notwithstanding any other provisions of the Agreement, venue in all proceedings shall be in Miami -Dade County, Florida, the laws of Florida shall apply to interpret the Agreement or any Addendums thereto and the parties agree to the use of this venue and will not object to such Page 3 venue. In any civil action or other proceedings between the parties arising out of the Agreement, each party shall bear its own attorney's fees. i) Article No. II of the Agreement, entitled "Agreement", Section 13, entitled "General Provisions" is hereby amended to add the following underlined language as Subsection 13.8: 13.8 PUBLIC RECORDS Notwithstanding any other provisions of the Agreement, IN-TELLIGENT hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Lessor agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. IN-TELLIGENT'S failure or refusal to comply with the provisions of this section shall result in immediate termination of the e Agreement by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, IN-TELLIGENT must comply with the Florida Public Records Laws, specifically Lessor must: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency to perform the service. 2) 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. 3) Ensure that public records, that are exempt or confidential and exempt from public records disclosure requirements, are not disclosed except as authorized by law. 4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of IN-TELLIGENT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency. 6) Should IN-TELLIGENT determine to dispute any public access provision required by Florida Statutes, then Lessor shall do so at its own expense and at no cost to the City. IF IN-TELLIGENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO IN-TELLIGENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, Via email at PublicRecordsr,miamigov.com, or regular email at City of Miami Office of the City Attorney, 444 SW 2nd Avenue, 9th FL, Miami, FL 33130. Page 4 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized. IN-TELLIGENT (FLORIDA), LLC: CITY OF MIAMI, a municipal corporation BY: DATE: ATTEST: Allan C. Sutherland, CEO' Corporate Secretary/Notary Public Corporate Seal/Notary Seal BY: DATE: Daniel J. Alfonso, City Manager ATTEST: Todd Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS: Victoria Mendez, City Attorney Please attach company resolution of IN-TELLIGENT authorizing signatory to sign these Agreement. Page 5 LICENSE, USE, AND REVENUE AGREEMENT This LICENSE, USE, AND REVENUE AGREEMENT ("Agreement") is made and entered into as of this day of , 201_ ("Effective Date") by and between: • IN-TELLIGENT (FLORIDA) LLC ("In-telligent'), located at 15255 South 94th Avenue, Suite 547, Orland Park, Illinois, 60462; and • CITY OF MIAMI, located at 3500 Pan-American Drive, City of Miami, Florida 33133 ("Lessee"). I. RECITALS WHEREAS, Lessee desires to create and provide relevant information and critical alerts ("Alerts") to its employees, visitors and other subscribers (collectively the "Users") in certain communities managed, and/or otherwise controlled by Lessee (collectively, the "Community" or "Communities"); and WHEREAS, In-telligent possesses and maintains a proprietary mobile application platform (the "Platform") and a web -based, password -protected application (the "Portal") which can be utilized by Lessee to provide Alerts to Users, which can be utilized by Users to provide relevant information to Lessee, and which contains other information gathering and notification systems which are customizable by the Users (the "Purposes"). The Platform and the Portal are hereinafter collectively referred to as the "Product". WHEREAS, Lessee desires to utilize the Platform and the Portal and In-telligent desires to provide licensed access to the Platform and Portal. NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party to the other, the Parties intending to be legally bound, agree as follows: II. AGREEMENT 1. Recitals Incorporated. The foregoing Recitals shall be considered a part of this Agreement, and the recitals shall be binding on the Parties. 2. Binding on Related Individuals and Entities. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the Parties, as well as their respective heirs, administrators, executors, successors, assigns, agents, representatives, officers, directors, shareholders, servants, employees, attorneys, successors, parents, subsidiaries, divisions, and affiliates. 3. Term. 3.1. This Agreement commences on the Effective Date and continues for a term of ten (10) years (the "Term"), with automatic one-year Term extensions, unless either IN-TELLIGENT (FLORIDA), LLC LICENSE, USE AND REVENUE AGREEMENT Page l of 6 Party gives written notice of termination to the other Party not less than ninety (90) days before the end of the then current term. 3.2 Notwithstanding the foregoing, either Party may terminate this Agreement (A) upon the occurrence of any material breach of this Agreement, which breach is not cured within thirty (30) days after receipt of written notice of said material breach; or (B) in the event either Party is declared bankrupt or insolvent, or makes an assignment for the benefit of its creditors, or if a receiver is appointed or any proceedings are commenced, voluntarily or involuntarily, by or against either Party under any bankruptcy or similar law and not dismissed within sixty (60) days. 4. Obligations of In-telligent. 4.1. Availability of Product. Pursuant to and limited by the terms set forth in this Agreement, In-telligent will grant Lessee a non-exclusive, non -transferable, non- sublicensable, temporary right and limited license to access and use the Portal, without modification, in order to generate Alerts and tailor content for Users within a geolocationally-controlled community organized by Lessee. The Product will be accessed by the Users via the Platform, a mobile device application, or "app", downloaded to the User's mobile device. 4.2. Customer Service / Technical Support / Training. In-telligent will provide customer service and technical support to the Lessee via a telephone help desk (the "Help Desk") for problems with the Product, and will use commercially reasonable efforts to staff the Help Desk from 8:00 AM until 8:00 PM CST on each business day during the Term. In-telligent will further provide initial training to Lessee and/or it's designated Operators (as defined in Section 5.1 below) regarding the operation of the Product and use of the Portal. 5. Obligations of Lessee. 5.1. Authorized Users. Lessee will designate individuals to act as Lessee's In-telligent operators (the "Operators"). The actions and/or omissions of the Operators shall be the sole responsibility of Lessee. Access to the Portal on behalf of Lessee will be limited to the designated Operators, and it shall be the sole responsibility of Lessee to ensure that access to the Portal is secure and limited to the Operators, and that the Operators are trained as to the use of and restrictions upon the Portal. 5.2. Lessee Responsibility for Alert Content and Management. Lessee is solely responsible for the preparation and distribution of the Alerts, including all aspects of the content of each Alert created by the Lessee and distributed via the Product by the Lessee's Operators. In-telligent is not responsible for training or instructing Lessee or its Operators as to A) the content of Alerts, B) the decision whether to send Alerts, and C) whether any scenario is a critical emergency. 5.3. Receipt and Use of Communications from Users. . Lessee acknowledges that, in addition to providing Alerts to the Users, the Product allows for Users to communicate with Lessee regarding critical and other relevant information. Lessee further acknowledges that it (through its Operators) will use commercially reasonable IN-TELLIGENT (FLORIDA), LLC LICENSE, USE AND REVENUE AGREEMENT Page 2 of 6 efforts to receive said communications from Users and will use commercially reasonable efforts to prepare and distribute Alerts, if warranted reflecting the content of said information. 5.4. Promotion of the Platform. Lessee acknowledges that by providing the services associated with the Product to Lessee free of charge, In-telligent is undertaking significant risk and is investing significant resources, amounts, and costs in the development and maintenance of the Product. Accordingly, Lessee will cooperate with In-telligent to promote the download and use of the Platform by the Users within the Community. 5.5. Security of Information. Lessee acknowledges and agrees that it may become aware of identifying, personal, business, or financial information for Users and for In- telligent through the use of the Product, and further acknowledges, agrees, and warrants that it will maintain the confidentiality and security for any and all such information of which it may become aware through the use of the Product. Lessee is solely responsible for all employees, agents, representatives, and Operators that use or have access to the Product or to their computer systems upon which the Product is being utilized by Lessee, and for ensuring that such individuals maintain privacy and security measures with regard to the Product, the Users, the Alerts, and the information utilized and maintained within the Product. Lessee agrees that it is solely responsible for its computer systems and for taking any measures that are necessary to maintain the privacy and security of any information as outlined in this Section. 6. Proprietary Rights. 6.1. Ownership. All right, title, and interest, including but not limited to any copyright interests and any other Intellectual Property Rights (defined below) in and to the Platform, the Portal, the Product, any software and other digital products produced or provided by In-telligent under this Agreement (collectively, "Work Product") shall be the property of In-telligent. For the purposes of this Agreement, "Intellectual Property Rights" means any patent, trademark, registered design, trade secret, or any application for registration of the same, any copyright or related rights (including copyright in the HTML source code), database right, design right, rights in trade, business, or domain names, rights in trade dress, rights in inventions, rights in confidential information, user lists or know-how or any similar or equivalent rights in any part of the world. 6.2. Lessee License. During the Term and provided the Lessee is in compliance with all of the terms and conditions of this Agreement, the Lessee shall have the nonexclusive, nonassignable, royalty -free right and license to use the Work Product (for software, use shall be by machine-readable form only) throughout the Lessee's organization subject to any and all limitations set forth in this Agreement. 6.3. In-telligent Limited Logo and Trademark License. Subject to the terms and conditions in this Agreement, Lessee grants In-telligent a non-exclusive, non- transferable, non-sublicensable right and license to use its name and affiliated IN-TELLIGENT (FLORIDA), LLC LICENSE, USE AND REVENUE AGREEMENT Page 3 of 6 descriptive marks and logos on In-telligent's website and in its presentation and/or advertising materials. 6.4. No Implied License. Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and In-telligent shall retain all right, title, and interest in and to the Product (and all patent rights, copyright rights, trade secret rights, and all other intellectual property and proprietary rights embodied therein). 7. Revenue Sharing. Licensee shall be entitled to fifty percent (50%), paid quarterly, of In- telligent's net revenue attributed to the Licensee's users use of the application. For purposes of this agreement, net revenue equals the advertising revenue generated by In- telligent after deduction of all taxes, fees, and direct expenses incurred by In-telligent in the collection and determination of said revenue. For the purpose of this Agreement and this specific Subsection, direct expenses shall include only the expenses directly incurred by In-telligent in generating said revenue and shall exclude In-telligent's general operating expenses. Lessee acknowledges that, just like the Product, In-telligent's system for developing, tracking, and computing Inventory Revenue is proprietary, and therefore all terms of this Revenue Sharing Program, including the percentages and amounts allotted to the licensee, must be kept strictly confidential by Lessee. 8. Restrictions. Except and only to the extent expressly specified in this Agreement, Lessee shall not (a) use any portion of the Product or its exposure to the Product to create any software, content, or documentation that is similar to the Product, (b) disassemble, decompile, reverse engineer, or otherwise try to discover any source code or underlying structures, ideas or algorithms of the Product, (c) sell, encumber, lease, sublease, rent, loan, sublicense, transfer, or distribute the Product, the Confidential Information, or any portion thereof, (d) copy (except for the creation of a back-up copy and only to the extent that such creation is expressly authorized by applicable statutory law, and in such instance, subject to In-telligent's retention of any and all proprietary rights markings on the Product), adapt, merge, create derivative works of, translate, localize, port, or otherwise modify the Product, (e) use the Product in an automated process, (f) use the Product, or allow the transfer, transmission, export, or re-export of all or any part of the Product or any product thereof, in violation of any laws or regulations of the United States or any other relevant jurisdiction, (g) provide, disclose, divulge, or make available to, or permit use of the Product or any portion thereof by any third party without In- telligent's prior written consent, or (h) permit any third party to engage in any of the foregoing proscribed acts. 9. Confidentiality. As a result of this Agreement and the relationship between the Parties, In-telligent and Lessee may view and/or have access to certain confidential and proprietary information about the other, including but not limited to information regarding each Party's respective business, designs, intellectual property, employees, computers and networks, marketing, clients, finances, operations, and other confidential information ("Confidential Information"). The Parties agree to hold such Confidential Information in strict confidence, to take all reasonable precautions to protect such Confidential Information, and not to make any use of such Confidential Information except to operate the Product and conform to this Agreement. Except as may be required by law, each of the Parties agree not to disclose to any third party (other than advisors IN-TELLIGENT (FLORIDA), LLC LICENSE, USE AND REVENUE AGREEMENT Page 4 of 6 who have a reasonable need to know, such as a Party's, lenders, attorneys, and accountants) the terms of this Agreement except either Party, under confidentiality, may disclose this Agreement to any non -competitor party that is a bona fide potential strategic investor in the context of and strictly for due diligence purposes. The Parties further agree to keep the terms of this Agreement confidential. 10. Representations and Warranties. THIS IS THE FULL EXTENT OF WARRANTIES PROVIDED UNDER THIS AGREEMENT, AND IN-TELLIGENT MAKES NO OTHER REPRESENTATIONS OR WARRANTIES. THESE WARRANTIES ARE IN LIEU OF ANY OTHER EXPRESS AND ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND. PLEASE NOTE: WITHOUT LIMITING THE FOREGOING, IN-TELLIGENT BEARS NO RESPONSIBILITY FOR SENDING OR DETERMINING THE CONTENT OF ANY ALERT. DUE TO THE NUMEROUS FACTORS THAT COULD IMPACT THE DELIVERY OF AN ALERT OR ANNOUNCEMENT, IN-TELLIGENT DOES NOT AND CANNOT GUARANTEE THAT THE ALERT OR ANNOUNCEMENT WILL REACH ITS INTENDED AUDIENCE. IN-TELLIGENT BEARS NO RESPONSIBILITY AND DISCLAIMS ANY LIABILITY FOR THE FAILURE OF AN ALERT OR ANNOUNCEMENT TO REACH ANY PERSON. 11. Indemnification and Liability Limitations. 11.1. Lessee 's Defense and Indemnification of In-telligent. Lessee shall defend, indemnify, and hold harmless In-telligent (as well as its subsidiaries, owners, members, affiliates, officers, agents, partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by In-telligent as a result of any claim, judgment, or adjudication against In-telligent related to or arising from, directly or indirectly, the use of the Product by Lessee and/or its Operators, the content of the Alerts or information used to form the Alerts, or any violation of this Agreement. 11.2. Limitation on Liability. In no event will In-telligent be liable for any indirect, incidental, special, consequential, punitive, or similar damages to Lessee, including, but not limited to, lost profits and loss of data. 12. Non -Exclusive. The Parties acknowledge and agree that the procurement of services under this Agreement and Lessee's limited use and license will be on a non-exclusive basis, and that In-telligent may make the Product available to any other entities or third parties at its sole discretion. 13. General Provisions. 13.1. Notice. Any notice required or permitted by this Agreement shall be in writing and shall be delivered during normal business hours of the Party receiving the notice by: (a) personal delivery; (b) trackable delivery; (c) facsimile; or (d) electronic mail. IN-TELLIGENT (FLORIDA), LLC LICENSE, USE AND REVENUE AGREEMENT Page 5 of 6 13.2. Assignment. Lessee shall not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of In-telligent. 13.3. Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid, or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. 13.4. Interpretation. Each Party acknowledges that this Agreement has been the subject of active and complete negotiations, and that this Agreement should not be interpreted or construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of this Agreement. 13.5. Governing Law; Forum; Legal Fees. This Agreement shall be governed by the laws of the State of Illinois without reference to conflicts of law provisions. Lessee irrevocably consents to the personal jurisdiction of the federal and state courts located in Chicago, Illinois, for any matter arising out of or relating to this Agreement. If a lawsuit or proceeding is commenced by In-telligent to enforce this Agreement, In-telligent shall be entitled to receive its reasonable attorneys' fees, expert witness fees, and costs incurred in connection with such proceeding, in addition to any other relief to which such prevailing Party may be entitled. 13.6. Entire Understanding. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the Parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either Party unless executed in writing and signed by a duly authorized representative of each Party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement will not be modified, amended, or in any way altered except by an instrument in writing signed by the Parties. 13.7. Counterparts. This Agreement may be executed in two or more counterparts and by facsimile, digital or other electronic signatures. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the later of the dates set forth below. IN-TELLIGEN'T (FLORIDA), LLC LESSEE Signature Signature Print Name Print Name Title Title Date Date IN-TELLIGENT (FLORIDA), LLC LICENSE, USE AND REVENUE AGREEMENT Page 6 of 6